Exhibit 10.3


 


July 29, 2020


 


Healthcare Merger Corp.


623 Fifth Avenue, 14th Floor


New York, NY 10022


 


		RE:	Surrender and Potential Forfeiture of Parent Class
B Common Stock



 


Reference is made to
that certain Agreement and Plan of Merger (the “Merger Agreement”), to be dated as of the date hereof, by and
among Specialists On Call, Inc., a Delaware corporation, Healthcare Merger Corp., a Delaware corporation (“Parent”),
Sabre Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent, and Sabre Merger Sub II, LLC,
a Delaware limited liability company and a direct, wholly owned subsidiary of Parent. This letter agreement (this “Letter
Agreement”) is being entered into and delivered by Parent and HCMC Sponsor LLC, a Delaware limited liability company
(“Sponsor”), in connection with the transactions contemplated by the Merger Agreement. Capitalized terms used
but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.


 


In consideration of
the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Parent
and Sponsor hereby agree as follows:


 


		1.	Sponsor represents and warrants that it holds all of the issued and outstanding shares of Class
B common stock, par value $0.0001 per share, of Parent (the “Parent Class B Common Stock”), as of the date of
this Letter Agreement. As of the date hereof, there are 6,250,000 shares of Parent Class B Common Stock issued and outstanding.



 


		2.	Subject to the satisfaction or waiver of each of the conditions to Closing set forth in Sections
8.1 and 8.3 of the Merger Agreement, immediately prior to the Closing, Sponsor shall surrender a number of shares of Parent Class
B Common Stock equal to the product of (i) 1,875,000 and (ii) the difference between (A) 1, minus (B) a fraction (not greater
than 1 nor less than 0), the numerator of which is an amount equal to (I) (x) all amounts in the Trust Account; plus (y)
all other Cash and Cash Equivalents of Parent; plus (z) the PIPE Investment Amount (as such amount is finally delivered
to Parent at or prior to the Closing by the PIPE Investors), in each case, as determined as of the Closing, minus (II) the
aggregate amount of cash proceeds that will be required to satisfy the Parent Stockholder Redemptions, if any, minus (III)
the amount of the Parent Transaction Costs, to the extent not paid prior to the Closing, minus (IV) $250,000,000, and the
denominator of which is $35,000,000 (the “Sponsor Contingent Closing Shares”), which Sponsor Contingent Closing
Shares will be cancelled by Parent for no consideration.



 


		3.	Subject to the satisfaction or waiver of each of the conditions to Closing set forth in Sections
8.1 and 8.3 of the Merger Agreement, effective immediately prior to the Closing, Sponsor hereby waives any and all rights Sponsor
has or will have under Section 4.3(b)(ii) of Parent’s Amended and Restated Certificate of Incorporation to receive, with
respect to each share of Parent Class B Common Stock held by Sponsor, more than one (1) share of Parent Class A Common Stock upon
automatic conversion of such shares of Parent Class B Common Stock in accordance with Parent’s Amended and Restated Certificate
of Incorporation in connection with the consummation of the Transactions. Without limitation of the foregoing, upon the consummation
of the Transactions, Sponsor hereby acknowledges and agrees that pursuant to Section 4.3(b) of Parent’s Amended and Restated
Certificate of Incorporation, each share of Parent Class B Common Stock held by Sponsor shall automatically convert into one (1)
share of Parent Class A Common Stock.



 






     


     


    

 


		4.	Upon and subject to the Closing, 1,875,000 shares of Parent Class A Common Stock owned by Sponsor
(the “Sponsor Earnout Shares”) shall become subject to potential forfeiture upon the terms set forth in Article
III of the Merger Agreement, such that such Sponsor Earnout Shares shall be forfeited if the applicable vesting conditions set
forth in Article III of the Merger Agreement are not satisfied prior to the expiration of the Earnout Period. If all or any portion
of the Sponsor Earnout Shares vest in accordance with the terms of the Merger Agreement, any restrictive legends that have been
placed on the Sponsor Earnout Shares, other than those, if any, required by applicable securities laws, shall be removed (and Parent
hereby agrees to immediately cause the removal of such restrictive legends that have been placed on the Sponsor Earnout Shares).



 


		5.	Holders of the Sponsor Earnout Shares shall be entitled to vote such Sponsor Earnout Shares and
receive dividends and other distributions in respect thereof prior to the vesting of such Sponsor Earnout Shares in accordance
with the terms herein; provided, that any such dividends and other distributions in respect of the Sponsor Earnout Shares
that are subject to vesting pursuant to the terms herein shall be set aside by Parent and shall only be paid to the holder of such
Sponsor Earnout Shares upon the vesting thereof.



 


		6.	The parties have previously entered into that certain letter agreement dated December 12, 2019
in connection with the initial public offering of Parent (the “Prior Letter Agreement”). The parties hereto
acknowledge and agree that the Prior Letter Agreement shall survive the consummation of the Transactions in accordance with its
terms, and Sponsor shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, the Prior
Letter Agreement.



 


		7.	During the period commencing on the date hereof and ending on the earlier of the Closing and the
termination of the Merger Agreement pursuant to Article IX thereof, Sponsor shall not modify or amend any Contract between or among
Sponsor or any Affiliate of Sponsor (other than Parent or any of its Subsidiaries), on the one hand, and Parent or any of Parent’s
Subsidiaries, on the other hand, including, for the avoidance of doubt, the Prior Letter Agreement.



 


		8.	Sponsor hereby acknowledges that it has read the Merger Agreement and this Letter Agreement and
has had the opportunity to consult with its tax and legal advisors. Sponsor shall be bound by and comply with Section 7.2 (Parent
No Solicitation) and Section 7.8 (Confidentiality; Communications Plan; Access to Information) of the Merger Agreement (and any
relevant definitions contained in any such Sections) as if Sponsor was an original signatory to the Merger Agreement with respect
to such provisions, mutatis mutandis.



 






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		9.	During the period commencing on the date hereof and ending on the earlier of the Closing and the
termination of the Merger Agreement pursuant to Article IX thereof, at any meeting of the stockholders of Parent, or at any postponement
or adjournment thereof, called to seek the affirmative vote of the holders of the outstanding Parent Shares entitled to vote thereon
to adopt the Merger Agreement, approve the acquisition of all or substantially all of the Company’s (or after the Reorganization,
Newco’s) assets or in any other circumstances upon which a vote, consent or other approval with respect to the Merger Agreement,
the Mergers or the other transactions contemplated by the Merger Agreement is sought, Sponsor shall vote (or cause to be voted)
all Parent Shares entitled to vote thereon currently or hereinafter owned by Sponsor in favor of the foregoing.



 


		10.	During the period commencing on the date hereof and ending on the earlier of the Closing and the
termination of the Merger Agreement pursuant to Article IX thereof, at any meeting of the stockholders of Parent or at any postponement
or adjournment thereof or in any other circumstances upon which Sponsor’s vote, consent or other approval (including by written
consent) is sought, Sponsor shall vote (or cause to be voted) all Parent Shares entitled to vote thereon, currently or hereinafter
owned by Sponsor against and withhold consent with respect to any merger, purchase of all or substantially all of any Person’s
assets or other business combination transaction (other than the Merger Agreement and the transactions contemplated thereby, including
the Mergers). Sponsor shall not commit or agree to take any action inconsistent with the foregoing that would be effective prior
to the Closing and the termination of the Merger Agreement pursuant to Article IX thereof.



 


		11.	Subject to the terms and conditions of this Letter Agreement, Parent and Sponsor agree to take,
or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate and make
effective the transactions contemplated by this Letter Agreement.



 


		12.	During the period commencing on the date hereof and ending on the earlier of the Closing and the
termination of the Merger Agreement pursuant to Article IX thereof, Sponsor agrees not to (a) transfer any Parent Shares or (b)
deposit any Parent Shares into a voting trust or enter into a voting agreement or any similar agreement, arrangement or understanding
with respect to Parent Shares or grant any proxy (except as otherwise provided herein), consent or power of attorney with respect
thereto (other than pursuant to this Letter Agreement); provided, that Sponsor may transfer any such Parent Shares
to any Affiliate of Sponsor if, and only if, the transferee of such Parent Shares evidences in a writing reasonably satisfactory
to Parent such transferee’s agreement to be bound by and subject to the terms and provisions hereof to the same effect as
the Sponsor.



 






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		13.	During the period commencing on the date hereof and ending on the earlier of the Closing and the
termination of the Merger Agreement pursuant to Article IX thereof, Sponsor agrees that any Parent Shares that Sponsor purchases
or otherwise hereinafter acquires or with respect to which Sponsor otherwise acquires sole or shared voting power after the execution
of this Agreement and prior to the earlier of the Closing and the termination of the Merger Agreement pursuant to Article IX thereof
shall be subject to the terms and conditions of this Agreement to the same extent as if they were owned by Sponsor as of the date
hereof.



 


		14.	Sponsor hereby represents and warrants to Parent as follows:



 


		(a)	Sponsor has the full power and authority to make, enter
into and carry out the terms of this Letter Agreement. This Letter Agreement has been duly and validly executed and delivered
by Sponsor and constitutes a valid and binding agreement of Sponsor enforceable against it in accordance with its terms, subject
to the Remedies Exception.



 


		(b)	As of the date hereof, Sponsor is the owner of 6,250,000
shares of Parent Class B Common Stock, 700,000 shares of Parent Class A Common Stock and 350,000 Private Placement Warrants, free
and clear of any and all Liens, other than those (i) created by this Agreement, the Prior Letter Agreement and the Charter
Documents of Parent or (ii) arising under applicable securities Laws, and Sponsor does not own any other capital stock or other
voting securities, or any rights to purchase or acquire any shares of capital stock or other equity securities of, Parent. Sponsor
has and will have until the earlier of the Closing and the termination of the Merger Agreement pursuant to Article IX thereof
sole voting power (including the right to control such vote as contemplated herein), power of disposition, power to issue instructions
with respect to the matters set forth in this Letter Agreement and power to agree to all of the matters applicable to Sponsor
set forth in this Letter Agreement.



 


		(c)	The execution and delivery of this Letter Agreement by
Sponsor does not, and the performance by Sponsor of the obligations under this Letter Agreement and the compliance by Sponsor
with any provisions hereof do not and will not: (i) conflict with or violate any applicable Law applicable to Sponsor, (ii) contravene
or conflict with, or result in any violation or breach of, any provision of any charter, articles of association, operating agreement
or similar formation or governing documents and instruments of Sponsor, or (iii) result in any material breach of or constitute
a material default (or an event that with notice or lapse of time or both would become a material default) under, or give to others
any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Parent
Shares owned by Sponsor pursuant to any Contract to which Sponsor is a party or by which Sponsor is bound, except, in the case
of clause (i), (ii) or (iii), as would not reasonably be expected, either individually or in the aggregate, to materially impair
the ability of Sponsor to perform its obligations hereunder or to consummate the transactions contemplated hereby.



 






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		(d)	No consent, approval, order or authorization of, or registration,
declaration or filing with, any Governmental Entity or any other Person is required by or with respect to Sponsor in connection
with the execution and delivery of this Agreement or the consummation by Sponsor of the transactions contemplated hereby.



 


		(e)	As of the date hereof, there is no action pending against,
or, to the knowledge of Sponsor, threatened against Sponsor that would reasonably be expected to materially impair the ability
of Sponsor to perform its obligations hereunder or to consummate the transactions contemplated hereby.



 


		(f)	Except for this Agreement and the Prior Letter Agreement,
Sponsor has not: (i) entered into any voting agreement, voting trust or any similar agreement, arrangement or understanding, with
respect to any Parent Shares or other equity securities of Parent owned by Sponsor, (ii) granted any proxy, consent or power of
attorney with respect to any Parent Shares or other equity securities of Parent owned by Sponsor (other than as contemplated by
this Agreement) or (iii) entered into any agreement, arrangement or understanding that is otherwise inconsistent with, or would
interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement.



 


		(g)	Sponsor understands and acknowledges that the Company
is entering into the Merger Agreement in reliance upon the Sponsor’s execution and delivery of this Agreement.



 


		15.	The Company is an express third party beneficiary of this Letter Agreement entitled to the rights
and benefits hereunder and to enforce the provisions hereof as if it was a party hereto.



 


		16.	This Letter Agreement, together with the Merger Agreement to the extent referenced herein, the
Prior Letter Agreement and the other agreements entered into by Sponsor in connection with the initial public offering of Parent
constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes
all prior understandings, agreements, or representations by or among the parties hereto, written or oral, relating to the subject
matter hereof.



 


		17.	No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations
hereunder without the prior written consent of the other parties hereto, and any purported assignment in violation of the foregoing
shall be null and void ab initio. This Letter Agreement shall be binding on the parties hereto and their respective successors
and assigns.



 


		18.	This Letter Agreement shall be construed and interpreted in a manner consistent with the provisions
of the Merger Agreement. In the event of any conflict between the terms of this Letter Agreement and the Merger Agreement, the
terms of the Merger Agreement shall govern. The provisions set forth in Sections 11.3 (Counterparts; Electronic Delivery), 11.5
(Severability) 11.6 (Other Remedies; Specific Performance), 11.7 (Governing Law), 11.8 (Consent to Jurisdiction; Waiver of Jury
Trial), 11.12 (Amendment) and 11.13 (Extension; Waiver) of the Merger Agreement, as in effect as of the date hereof, are hereby
incorporated by reference into, and shall be deemed to apply to, this Letter Agreement mutatis mutandis.



 






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		19.	Any notice, consent or request to be given in connection with any of the terms or provisions of
this Letter Agreement shall be in writing and shall be sent in the same manner as provided in the Merger Agreement, with (a) notices
to Parent being sent to the addresses set forth therein, in each case with all copies as required thereunder and (b) notices to
Sponsor being sent to:



 


HCMC Sponsor LLC


623 Fifth Avenue, 14th Floor


New York, NY 10022


Attention: Charles Ditkoff

Email: ditkoff@mtspartners.com


 


with a copy (which shall not constitute notice)
to:


 


Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153,

Attention: Michael J. Aiello

Email: michael.aiello@weil.com.


 


		20.	This Letter Agreement shall terminate, and have no further force and effect, if the Merger Agreement
is terminated in accordance with its terms prior to the Effective Time.



 


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Please indicate your
agreement to the terms of this Letter Agreement by signing where indicated below.


 


	 	Very truly yours,
	 	 
	 	HCMC SPONSOR LLC
	 	 	 
	 	By:	/s/ Charles Ditkoff
	 	Name:	Charles Ditkoff
	 	Title:	Managing Member


 


	Acknowledged and agreed	 
	as of the date of this Letter Agreement:	 
	 	 	 
	HEALTHCARE MERGER CORP. 	 
	 	 
	By:	/s/ Dennis Conroy	 
	Name:	Dennis Conroy	 
	Title:	Chief Financial Officer	 


 


[Signature Page to Letter Agreement]


 


 


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