Exhibit 4.8


 


DESCRIPTION OF THE REGISTRANT’S
SECURITIES REGISTERED PURSUANT

TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


As of December 31,
2020, Edoc Acquisition Corp. (“we,” “our,” “us” or the “Company”) had the following
four classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”): (i) its units, consisting of one Class A ordinary share (as defined below), one right, and one redeemable warrant
(as defined below), with each whole warrant entitling the holder thereof to purchase one-half of one Class A ordinary share (the
“units”), (ii) its Class A ordinary shares, $0.0001 par value per share (“Class A ordinary shares”), (iii)
its rights entitling the holder thereof to receive one-tenth of one ordinary share upon the consummation of an initial business
combination, and (iv) its public warrants, with each whole warrant exercisable for one-half of one Class A ordinary share for $11.50
per share (the “warrants”).


 


Pursuant
to our amended and restated memorandum and articles of association, our authorized capital stock consists of 555,000,000 shares
of capital stock, including 500,000,000 Class A ordinary shares, $0.0001 par value and 50,000,000 Class B ordinary shares,
$0.0001 par value, and 5,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes
the material terms of our capital stock and does not purport to be complete. It is subject to, and qualified in its entirety
by reference to, our amended and restated memorandum and articles of association and our warrant agreement, each of which is incorporated
by reference as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2020 (the “Report”) of
which this Exhibit 4.8 is a part.


 


Defined terms used
herein but not otherwise defined shall have the meaning ascribed to such terms in the Report.


 


Units


 


Each unit consists of
one Class A ordinary share, one right and one redeemable warrant. Each right entitles the holder to receive one-tenth (1/10)
ordinary share. Each warrant entitles the holder to purchase one-half (1/2) of one Class A ordinary share exercisable at $11.50
per full share.


 


Ordinary Shares


 


Ordinary shareholders
of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below,
holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all
matters submitted to a vote of our shareholders except as required by law. Approval of certain actions will require a special resolution
under Cayman Islands law, being the affirmative vote of at least two-thirds of our ordinary shares that are voted, and pursuant
to our amended and restated memorandum and articles of association; such actions include amending our amended and restated memorandum
and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting
with respect to the appointment of directors, with the result that the holders of more than 50% of the shares voted for the appointment
of directors can appoint all of the directors. Our shareholders are entitled to receive ratable dividends when, as and if declared
by the board of directors out of funds legally available therefor.


 


We will provide our
public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business
combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated
as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held
in the trust account and not previously released to us to pay our taxes, if any, divided by the number of the then-outstanding public
shares, subject to the limitations described herein. The per share amount we will distribute to investors who properly redeem their
shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will
include the requirement that a beneficial owner must identify itself in order to valid redeem its shares. Our initial shareholders
and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their
redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion
of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum
and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A
ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of
our public shares if we do not complete our initial business combination by November 12, 2021 (or by May 12, 2022 if we extend
the period of time to consummate a business combination) or (B) with respect to any other provision relating to the rights
of holders of our Class A ordinary shares.


 






     


     


    

 


If we seek shareholder
approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination
pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder,
together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to Excess Shares,
without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including
Excess Shares) for or against our initial business combination. Our shareholders’ inability to redeem the Excess Shares will
reduce their influence over our ability to complete our initial business combination, and such shareholders could suffer a material
loss in their investment if they sell such Excess Shares on the open market. Additionally, such shareholders will not receive redemption
distributions with respect to the Excess Shares if we complete our initial business combination. And, as a result, such shareholders
will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their
shares in open market transactions, potentially at a loss.


 


In the event of a liquidation,
dissolution or winding up of the company after a business combination, our shareholders are entitled to share ratably in all assets
remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares,
if any, having preference over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are
no sinking fund provisions applicable to the ordinary shares, except that we will provide our public shareholders with the opportunity
to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account,
including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided
by the number of the then-outstanding public shares, upon the completion of our initial business combination, subject to the
limitations described herein.


 


Rights


 


Each holder of a right
will receive one-tenth (1/10) of one Class A ordinary share upon consummation of our initial business combination, even if
the holder of such right redeemed all Class A ordinary shares held by him, her or it in connection with the initial business combination
or an amendment to our amended and restated memorandum and articles of association with respect to our pre-business combination
activities. No additional consideration will be required to be paid by a holder of rights in order to receive his, her or its additional
ordinary shares upon consummation of an initial business combination as the consideration related thereto has been included in
the unit purchase price paid for by investors in our initial public offering. The shares issuable upon exchange of the rights will
be freely tradable (except to the extent held by affiliates of ours).


 


If we enter into a definitive
agreement for a business combination in which we will not be the surviving entity, the definitive agreement will provide for the
holders of rights to receive the same per share consideration the holders of the Class A ordinary share will receive in the transaction
on an as-converted into ordinary share basis, and each holder of a right will be required to affirmatively convert his, her
or its rights in order to receive the 1/10 share underlying each right (without paying any additional consideration) upon
consummation of the business combination. More specifically, the right holder will be required to indicate his, her or its election
to convert the rights into underlying shares as well as to return the original rights certificates to us.


 


If we are unable to
complete an initial business combination within the required time period and we liquidate the funds held in the trust account,
holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from
our assets held outside of the trust account with respect to such rights, and the rights will expire worthless.


 


Promptly upon the consummation
of our initial business combination, we will direct registered holders of the rights to return their rights to our rights agent.
Upon receipt of the rights, the rights agent will issue to the registered holder of such right(s) the number of full Class A ordinary
shares to which he, she or it is entitled. We will notify registered holders of the rights to deliver their rights to the rights
agent promptly upon consummation of such business combination and have been informed by the rights agent that the process of exchanging
their rights for Class A ordinary shares should take no more than a matter of days. The foregoing exchange of rights is solely
ministerial in nature and is not intended to provide us with any means of avoiding our obligation to issue the shares underlying
the rights upon consummation of our initial business combination. Other than confirming that the rights delivered by a registered
holder are valid, we will have no ability to avoid delivery of the shares underlying the rights. Nevertheless, there are no contractual
penalties for failure to deliver securities to the holders of the rights upon consummation of an initial business combination.
Additionally, in no event will we be required to net cash settle the rights. Accordingly, the rights may expire worthless.


 






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Although a company incorporated
in the Cayman Islands may issue fractional shares, we will not issue any fractional shares upon conversions of the rights once
the Units separate, and no cash will be payable in lieu thereof. As a result, a holder must have ten (10) rights to receive one
Class A ordinary share at the closing of the business combination. In the event that any holder would otherwise be entitled to
any fractional share upon exchange of his, her or its rights, we will reserve the option, to the fullest extent permitted by the
Memorandum and Articles of Association and the applicable law, to deal with any such fractional entitlement at the relevant time
as we see fit, which would include the rounding down of any entitlement to receive Class A ordinary shares to the nearest whole
share (and in effect extinguishing any fractional entitlement), or the holder being entitled to hold any remaining fractional entitlement
(without any share being issued) and to aggregate the same with any future fractional entitlement to receive shares in the company
until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done with or without any in
lieu cash payment or other compensation being made to the holder of the relevant rights, such that value received on exchange of
the rights may be considered less than the value that the holder would otherwise expect to receive. All holders of rights shall
be treated in the same manner with respect to the issuance of Class A ordinary shares upon conversions of the rights.


 


Redeemable Warrants


 


Each warrant entitles
the holder thereof to purchase one-half (1/2) of one Class A ordinary share at a price of $11.50 per full share, subject to
adjustment as described below, at any time commencing on the later of the completion of an initial business combination and November
12, 2021. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares.


 


The warrants will expire
five years from the closing of our initial business combination at 5:00 p.m., New York City time or earlier redemption.


 


We may call the warrants
for redemption (excluding the private warrants, and any outstanding representative’s warrants, and any warrants underlying
units issued to our sponsor, initial shareholders, officers, directors or their affiliates in payment of working capital loans
made to us), in whole and not in part, at a price of $0.01 per warrant:


 


		●	at any time while the warrants are exercisable,



 


		●	upon not less than 30 days’ prior written
notice of redemption to each warrant holder,



 


		●	if, and only if, the reported last sale price of the
ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations and
recapitalizations), for any 20 trading days within a 30 trading day period ending on the third trading business day prior to the
notice of redemption to warrant holders, and



 


		●	if, and only if, there is a current registration statement
in effect with respect to the issuance of the ordinary shares underlying such warrants at the time of redemption and for the entire
30-day trading period referred to above and continuing each day thereafter until the date of redemption.



 


The right to exercise
will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption
date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant
upon surrender of such warrant.


 


If and when the warrants
become redeemable by us, we may not exercise our redemption right if the issuance of ordinary shares upon exercise of the warrants
is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration
or qualification. We will use our best efforts to register or qualify such ordinary shares under the blue sky laws of the state
of residence in those states in which the warrants were offered by us in our initial public offering.


 


If we call the warrants
for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to
do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for
that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares
underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”
(defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale
price of the ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption
is sent to the holders of warrants. Whether we will exercise our option to require all holders to exercise their warrants on a
“cashless basis” will depend on a variety of factors including the price of our ordinary shares at the time the warrants
are called for redemption, our cash needs at such time and concerns regarding dilutive share issuances.


 






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The warrants are issued
in registered form under a warrant agreement between Continental, as warrant agent, and us. The 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 written consent or vote, of the holders of a majority of the then outstanding warrants in order to
make any change that adversely affects the interests of the registered holders.


 


The warrants may be
exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with
the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment
of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number
of warrants being exercised. The warrant holders do not have the rights or privileges of holders of ordinary shares and any voting
rights until they exercise their warrants and receive ordinary shares. After the issuance of ordinary shares upon exercise of the
warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders.


 


Except as described
above, no public warrants will be exercisable and we will not be obligated to issue ordinary shares unless at the time a holder
seeks to exercise such warrant, a prospectus relating to the ordinary shares issuable upon exercise of the warrants is current
and the ordinary shares have been registered or qualified or deemed to be exempt under the securities laws of the state of residence
of the holder of the warrants. Under the terms of the warrant agreement, we have agreed to use our best efforts to meet these conditions
and to maintain a current prospectus relating to the ordinary shares issuable upon exercise of the warrants until the expiration
of the warrants. However, we cannot assure you that we will be able to do so and, if we do not maintain a current prospectus relating
to the ordinary shares issuable upon exercise of the warrants, holders will be unable to exercise their warrants and we will not
be required to settle any such warrant exercise. If the prospectus relating to the ordinary shares issuable upon the exercise of
the warrants is not current or if the ordinary shares is not qualified or exempt from qualification in the jurisdictions in which
the holders of the warrants reside, we will not be required to net cash settle or cash settle the warrant exercise, the warrants
may have no value, the market for the warrants may be limited and the warrants may expire worthless.


 


Warrant holders may
elect to be subject to a restriction on the exercise of their warrants such that an electing warrant holder would not be able to
exercise their warrants to the extent that, after giving effect to such exercise, such holder would beneficially own in excess
of 9.8% of the ordinary shares outstanding.


 


No fractional shares
will be issued upon exercise of the warrants once the Units separate, and no cash will be payable in lieu thereof. As a result,
you must exercise warrants in multiples of two warrants, at an exercise price of $11.50 per full share, subject to adjustment as
described in this Report to validly exercise your warrants. If, upon exercise of the warrants, a holder would be entitled to receive
a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of ordinary shares
to be issued to the warrant holder.


 


 


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