Exhibit 10.2 


 


EXECUTION
VERSION


 


SUPPORT
AGREEMENT


 


This
Support Agreement (this “Agreement”) is made and entered into as of July 29, 2020, by and among Healthcare
Merger Corp., a Delaware corporation (“Parent”), and SOC Holdings LLC, a Delaware limited liability company
(the “Written Consent Party”). Capitalized terms used but not otherwise defined herein shall have the respective
meanings ascribed to such terms in the Merger Agreement (as defined below).


 


RECITALS


 


A. On
July 29, 2020, Parent, Sabre Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“First
Merger Sub”), Sabre Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned Subsidiary of
Parent (“Second Merger Sub”), and Specialists On Call, Inc., a Delaware corporation (the “Company”),
entered into an Agreement and Plan of Merger (the “Merger Agreement”) that, among other things, provides for
a business combination transaction pursuant to which, on the terms and subject to the conditions therein: (a) First Merger Sub
will merge with and into the Company (or after the Reorganization, Newco) (the “First Merger”), with the Company
being the surviving corporation of the First Merger; and (b) immediately following the First Merger and as part of the same overall
transaction as the First Merger, the Company, in its capacity as the surviving corporation of the First Merger, will merge with
and into Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”),
with Second Merger Sub being the surviving company of the Second Merger.


 


B. The
Written Consent Party agrees to enter into this Agreement with respect to all shares of Company Common Stock and Company Series
H Preferred Stock (together with the Company Common Stock, the “Company Stock”), that the Written Consent Party
now or hereafter owns, beneficially (as defined in Rule 13d-3 under the Exchange Act) or of record.


 


C. The
Written Consent Party is the beneficial and/or record owner of, and has the sole right to vote or direct the voting of, such number
of shares of Company Stock as set forth on Schedule A attached hereto.


 


D. As
a condition to the willingness of Parent to enter into the Merger Agreement and as an inducement and in consideration therefor,
the Written Consent Party has agreed to enter into this Agreement.


 


E. Each
of Parent and the Written Consent Party has determined that it is in its best interests to enter into this Agreement.








 


NOW,
THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth
below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, do hereby agree as follows:


 


1. Definitions.
When used in this Agreement, the following terms in all of their tenses, cases and correlative forms shall have the meanings assigned
to them in this Section 1 or elsewhere in this Agreement.


 






     

     


    




 


“Company
Securities” means, collectively, any Company Stock, Company Series I Preferred Stock, Company Series J Preferred Stock,
any securities convertible into or exchangeable for any of the foregoing, and any interest in or right to acquire any of the foregoing,
whether now owned or hereafter acquired by any party hereto.


 


“Expiration
Time” shall mean the earlier to occur of (a) the Effective Time, (b) such date as the Merger Agreement shall be validly
terminated in accordance with Section 9.1 thereof and (c) the effective date of a written agreement of the parties hereto
terminating this Agreement.


 


“Transfer”
shall mean any direct or indirect sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, or
entry into any Contract with respect to any sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer,
excluding entry into this Agreement and the Merger Agreement and the consummation of the transactions contemplated hereby and
thereby, including the Reorganization.


 


2. Agreement
to Retain the Company Securities.


 


2.1 No
Transfer of Company Securities. Until the Expiration Time, the Written Consent Party agrees not to (a) Transfer any Company
Securities or (b) deposit any Company Securities into a voting trust or enter into a voting agreement or any similar agreement,
arrangement or understanding with respect to Company Securities, except in connection with the Reorganization, or grant any proxy
(except as otherwise provided herein), consent or power of attorney with respect thereto (other than pursuant to this Agreement);
provided, that the Written Consent Party may Transfer any such Company Securities to any Affiliate of the Written Consent
Party if, and only if, the transferee of such Company Securities 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 Written Consent
Party.


 


2.2 Additional
Purchases. Until the Expiration Time, the Written Consent Party agrees that any Company Securities that the Written Consent
Party purchases or otherwise hereinafter acquires or with respect to which the Written Consent Party otherwise acquires sole or
shared voting power after the execution of this Agreement and prior to the Expiration Time shall be subject to the terms and conditions
of this Agreement to the same extent as if they were owned by the Written Consent Party as of the date hereof.








 


2.3 Unpermitted
Transfers. Any Transfer or attempted Transfer of any Company Securities in violation of this Section 2 shall, to the
fullest extent permitted by applicable Law, be null and void ab initio.


 






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3. Agreement
to Consent and Approve.


 


3.1 Following
the date hereof, Parent intends to file with the SEC a registration statement on Form S-4 or other applicable form in connection
with the matters set forth in Section 7.3(b) of the Merger Agreement (the “Registration Statement”). Hereafter
until the Expiration Time, the Written Consent Party agrees that, except as otherwise agreed in writing with Parent, within three
(3) Business Days of the Registration Statement being declared effective by the SEC, the Written Consent Party shall execute and
deliver a written consent constituting the Requisite Company Stockholder Approval, substantially in the form attached as Exhibit
E to the Merger Agreement, approving the Merger Agreement, the First Merger and the other Transactions (the “Stockholder
Written Consent”). Following such execution and delivery, the Written Consent Party hereby agrees that it will not revoke,
withdraw or repudiate the Stockholder Written Consent. The Stockholder Written Consent shall be coupled with an interest and,
prior to the Expiration Time, shall be irrevocable. Hereafter until the Expiration Time, and subject to Section 2 hereof,
the Written Consent Party shall not enter into any tender or voting agreement, or any similar agreement, arrangement or understanding,
or grant a proxy or power of attorney, with respect to the Company Securities that is inconsistent with this Agreement or otherwise
take any other action with respect to the Company Securities that would in any way restrict, limit or interfere with the performance
of the Written Consent Party’s obligations hereunder or the transactions contemplated hereby, including the receipt of Stockholder
Written Consent constituting the Requisite Company Stockholder Approval and the consummation of the Transactions.


 


3.2 Hereafter
until the Expiration Time, at any meeting of the stockholders of the Company (or after the Reorganization, Newco), or at any postponement
or adjournment thereof, called to seek the affirmative vote of the holders of the outstanding shares of Company Stock to adopt
the Merger Agreement, approve the sale 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, the Written Consent Party shall vote (or cause to be
voted) all shares of Company Stock currently or hereinafter owned by the Written Consent Party in favor of the foregoing.


 


3.3 Hereafter
until the Expiration Time, at any meeting of the stockholders of the Company (or after the Reorganization, Newco) or at any postponement
or adjournment thereof or in any other circumstances upon which the Written Consent Party’s vote, consent or other approval
(including by written consent) is sought, the Written Consent Party shall vote (or cause to be voted) all Company Securities (to
the extent such Company Securities are then entitled to vote thereon), currently or hereinafter owned by the Written Consent Party
against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s (or after
the Reorganization, Newco’s) assets or other business combination transaction (other than the Merger Agreement and the transactions
contemplated thereby, including the Mergers). The Written Consent Party shall not commit or agree to take any action inconsistent
with the foregoing that would be effective prior to the Expiration Time.








 


4. Additional
Agreements.


 


4.1 Litigation.
The Written Consent Party agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary
to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, First Merger
Sub, Second Merger Sub, the Company or any of their respective successors or directors (a) challenging the validity of, or seeking
to enjoin the operation of, any provision of this Agreement or (b) alleging a breach of any fiduciary duty of any Person in connection
with the evaluation, negotiation or entry into the Merger Agreement.


 






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4.2 Waiver
of Certain Rights; Terminations. Concurrently with the execution and delivery hereof, the Written Consent Party shall deliver
to the Company a letter waiving the application of Section 2 and Section 4 of the Company’s Eleventh Amended and Restated
Voting Agreement to the Transactions. Prior to the Closing, the Written Consent Party shall cooperate with Parent and the Company
in order for the Company to comply with Section 7.19 of the Merger Agreement.


 


5. Representations
and Warranties of the Written Consent Party. The Written Consent Party hereby represents and warrants to Parent as follows:


 


5.1 Due
Authority. The Written Consent Party has the full power and authority to make, enter into and carry out the terms of this
Agreement. This Agreement has been duly and validly executed and delivered by the Written Consent Party and constitutes a valid
and binding agreement of the Written Consent Party enforceable against it in accordance with its terms, subject to the Remedies
Exception.


 


5.2 Ownership
of the Company Stock. As of the date hereof, the Written Consent Party is the owner of the shares of Company Stock as set
forth on Schedule A, free and clear of any and all Liens, other than those (i) created by this Agreement, the Charter
Documents of the Company and the agreements set forth on Schedule 4.3(c) of the Company Disclosure Letter, and (ii) as disclosed
on Schedule A. The Written Consent Party has and, except pursuant to a Transfer permitted in accordance with Section
2.1 hereof, will have until the Expiration Time 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 Agreement and power to
agree to all of the matters applicable to the Written Consent Party set forth in this Agreement, in each case, over all shares
of Company Stock currently or hereinafter owned by the Written Consent Party. As of the date hereof, the Written Consent Party
does not own any capital stock or other voting securities of the Company other than the shares of Company Stock set forth on Schedule A.
As of the date hereof, the Written Consent Party does not own any rights to purchase or acquire any shares of capital stock or
other equity securities of the Company, except as set forth on Schedule A.








 


5.3 No
Conflict; Consents.


 


(a) The
execution and delivery of this Agreement by the Written Consent Party does not, and the performance by the Written Consent Party
of the obligations under this Agreement and the compliance by the Written Consent Party with any provisions hereof do not and
will not: (i) conflict with or violate any applicable Law applicable to the Written Consent Party, (ii) contravene or conflict
with, or result in any violation or breach of, any provision of any Charter Documents of the Written Consent Party, 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 shares of Company Stock owned by the Written Consent Party pursuant to any Contract to
which the Written Consent Party is a party or by which the Written Consent Party is bound, except, in the case of clause (i) or
(iii), as would not reasonably be expected, either individually or in the aggregate, to materially impair the ability of the Written
Consent Party to perform its obligations hereunder or to consummate the transactions contemplated hereby.


 






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(b) 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 the Written Consent Party in connection with the execution and delivery of this Agreement
or the consummation by the Written Consent Party of the transactions contemplated hereby, other than those set forth as conditions
to closing in the Merger Agreement.


 


5.4 Absence
of Litigation. As of the date hereof, there is no action pending against, or, to the knowledge of the Written Consent Party,
threatened against the Written Consent Party that would reasonably be expected to materially impair the ability of the Written
Consent Party to perform its obligations hereunder or to consummate the transactions contemplated hereby.


 


5.5 Absence
of Other Voting Agreement. Except for this Agreement and the agreements set forth on Schedule 4.3(c) of the Company Disclosure
Letter, the Written Consent Party has not: (i) entered into any voting agreement, voting trust or any similar agreement, arrangement
or understanding, with respect to any Company Stock or other equity securities of the Company owned by the Written Consent Party,
(ii) granted any proxy, consent or power of attorney with respect to any Company Stock or other equity securities of the Company
owned by the Written Consent Party (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.


 


5.6 Reliance
by Parent. The Written Consent Party understands and acknowledges that Parent is entering into the Merger Agreement in reliance
upon the Written Consent Party’s execution and delivery of this Agreement.








 


6. Fiduciary
Duties. The covenants and agreements set forth herein shall not prevent any of the Written Consent Party’s designees
serving on the board of directors of the Company (or after the Reorganization, Newco) from taking any action, subject to the provisions
of the Merger Agreement, while acting in such designee’s capacity as a director of the Company (or after the Reorganization,
Newco). The Written Consent Party is entering into this Agreement solely in its capacity as the owner of the Written Consent Party’s
shares of Company Stock.


 


7. Termination.
This Agreement shall terminate and be of no further force or effect at the Expiration Time. Notwithstanding the foregoing sentence,
this Section 7 and Section 10 shall survive any termination of this Agreement. Upon termination of this Agreement,
neither party hereto shall have any further obligations or liabilities under this Agreement; provided, that nothing in
this Section 7 shall relieve any party hereto of liability for any willful material breach of this Agreement.


 


8. No
Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent, any direct or indirect ownership
or incidence of ownership of or with respect to the Written Consent Party’s shares of Company Stock. All rights, ownership
and economic benefits of and relating to the Written Consent Party’s shares of Company Stock shall remain fully vested in
and belong to the Written Consent Party, and Parent shall have no authority to direct the Written Consent Party in the voting
or disposition of any of the shares of Company Stock except as otherwise provided herein.


 






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9. Exclusivity.
Until the Expiration Time, the Written Consent Party agrees to comply with the obligations applicable to Affiliates of the Company
pursuant to Section 7.1 of the Merger Agreement (including complying with such provisions as an Affiliate of the Company pursuant
to which the Company is obligated to use reasonable best efforts to cause its Affiliates to comply therewith) as if they were
parties thereto with respect to Section 7.1 of the Merger Agreement.


 


10. Miscellaneous.


 


10.1 Severability.
In the event that any term, provision, covenant or restriction of this Agreement, or the application thereof, is held to be illegal,
invalid or unenforceable under any present or future Law: (a) such provision will be fully severable; (b) this Agreement will
be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; (c) the remaining
provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable
provision or by its severance herefrom; and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added
automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms of such illegal, invalid
or unenforceable provision as may be possible.


 


10.2 Non-survival
of Representations and Warranties. None of the representations, warranties, covenants or agreements in this Agreement or in
any schedule, instrument or other document delivered pursuant to this Agreement shall survive the Expiration Time. Notwithstanding
the foregoing, this Section 10.2 shall not limit any covenant or agreement contained in this Agreement that by its terms
is to be performed in whole or in part after the Effective Time or the termination of this Agreement.








 


10.3 Assignment.
No party hereto may assign, directly or indirectly, including by operation of Law, either this Agreement or any of its rights,
interests or obligations hereunder without the prior written approval of the other party hereto. Subject to the first sentence
of this Section 10.3, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns. Any assignment in violation of this Section 10.3 shall be void.


 


10.4 Amendments
and Modifications. This Agreement may be amended by the parties hereto at any time by execution of an instrument in writing
signed on behalf of each of the parties hereto.


 






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10.5 Specific
Performance; Injunctive Relief. The parties hereto agree that irreparable damage would occur in the event that any of
the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties hereto shall be entitled to enforce specifically the terms and provisions hereof in the Chosen
Courts and immediate injunctive relief to prevent breaches of this Agreement, without the necessity of proving the inadequacy
of money damages as a remedy and without bond or other security being required, this being in addition to any other remedy to
which they are entitled at Law or in equity. Each of the parties hereto hereby acknowledges and agrees that it may be difficult
to prove damages with reasonable certainty, that it may be difficult to procure suitable substitute performance, and that injunctive
relief and/or specific performance will not cause an undue hardship to the parties hereto. Each of the parties hereto hereby further
acknowledges that the existence of any other remedy contemplated by this Agreement does not diminish the availability of specific
performance of the obligations hereunder or any other injunctive relief. Each party hereto hereby further agrees that in the event
of any action by any other party hereto for specific performance or injunctive relief, it will not assert that a remedy at Law
or other remedy would be adequate or that specific performance or injunctive relief in respect of such breach or violation should
not be available on the grounds that money damages are adequate or any other grounds.


 


10.6 Notices.
All notices, consents and other communications hereunder shall be in writing and shall be deemed given if delivered personally
or by a nationally recognized courier service guaranteeing overnight delivery, or sent via email to the parties hereto at the
following addresses, and such communications, to be valid, must be addressed as follows:


 


		(i)	if to Parent, to:



 


Healthcare Merger
Corp.


623 Fifth Avenue,
14th Floor


New York, NY 10022


Attention: Dennis
Conroy


Email: conroy@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


 


		(ii)	if
                                         to the Written Consent Party, to the address for notice set forth on Schedule
                                         A hereto,



 


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


 


Orrick,
Herrington & Sutcliffe LLP


1000
Marsh Road


Menlo
Park, CA 94025


Attention:
Peter Lamb; Hari Raman


E-mail:
plamb@orrick.com; hraman@orrick.com


 


unless
otherwise specified herein, such notices or other communications will be deemed given (a) on the date established by the sender
as having been delivered personally; (b) one Business Day after being sent by a nationally recognized overnight courier guaranteeing
overnight delivery; (c) upon transmission, if sent by email (provided no “bounceback” or notice of non-delivery is
received); or (d) on the fifth Business Day after the date mailed, by certified or registered mail, return receipt requested,
postage prepaid.


 






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10.7 APPLICABLE
LAW; JURISDICTION OF DISPUTES. THIS AGREEMENT AND EACH OTHER DOCUMENT EXECUTED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREBY, AND THE CONSUMMATION THEREOF, AND ANY ACTION, SUIT, DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF THIS AGREEMENT AND EACH
OTHER DOCUMENT EXECUTED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND THE CONSUMMATION THEREOF, OR THE VALIDITY,
INTERPRETATION, BREACH OR TERMINATION OF THIS AGREEMENT AND EACH OTHER DOCUMENT EXECUTED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREBY, AND THE CONSUMMATION THEREOF, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAW OF THE STATE OF DELAWARE
REGARDLESS OF THE LAW THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW THEREOF.








 


EACH
OF PARENT OR THE WRITTEN CONSENT PARTY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE CHOSEN COURTS IN CONNECTION
WITH ANY MATTER BASED UPON OR ARISING OUT OF THIS AGREEMENT AND EACH OTHER DOCUMENT EXECUTED IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREBY, AND THE CONSUMMATION THEREOF, AGREES THAT PROCESS MAY BE SERVED UPON THEM IN ANY MANNER AUTHORIZED BY THE
LAWS OF THE STATE OF DELAWARE FOR SUCH PERSONS AND WAIVES AND COVENANTS NOT TO ASSERT OR PLEAD ANY OBJECTION WHICH THEY MIGHT
OTHERWISE HAVE TO SUCH MANNER OF SERVICE OF PROCESS. EACH OF PARENT OR THE WRITTEN CONSENT PARTY AND ANY PERSON ASSERTING RIGHTS
AS A THIRD PARTY BENEFICIARY MAY DO SO ONLY IF HE, SHE OR IT HEREBY WAIVES, AND SHALL NOT ASSERT AS A DEFENSE IN ANY LEGAL DISPUTE,
THAT (A) SUCH PERSON IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE CHOSEN COURTS FOR ANY REASON, (B) SUCH LEGAL PROCEEDING
MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN THE CHOSEN COURTS, (C) SUCH PERSON’S PROPERTY IS EXEMPT OR IMMUNE FROM EXECUTION,
(D) SUCH LEGAL PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR (E) THE VENUE OF SUCH LEGAL PROCEEDING IS IMPROPER. EACH OF PARENT
OR THE WRITTEN CONSENT PARTY AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY HEREBY AGREES NOT TO COMMENCE OR PROSECUTE
ANY SUCH ACTION, CLAIM, CAUSE OF ACTION OR SUIT OTHER THAN BEFORE THE CHOSEN COURTS, NOR TO MAKE ANY MOTION OR TAKE ANY OTHER
ACTION SEEKING OR INTENDING TO CAUSE THE TRANSFER OR REMOVAL OF ANY SUCH ACTION, CLAIM, CAUSE OF ACTION OR SUIT TO ANY COURT OTHER
THAN THE CHOSEN COURTS, WHETHER ON THE GROUNDS OF INCONVENIENT FORUM OR OTHERWISE. EACH OF PARENT OR THE WRITTEN CONSENT PARTY
HEREBY CONSENTS TO SERVICE OF PROCESS IN ANY SUCH PROCEEDING IN ANY MANNER PERMITTED BY DELAWARE LAW, AND FURTHER CONSENTS TO
SERVICE OF PROCESS BY NATIONALLY RECOGNIZED OVERNIGHT COURIER SERVICE GUARANTEEING OVERNIGHT DELIVERY, OR BY REGISTERED OR CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS SPECIFIED PURSUANT TO SECTION 10.6. NOTWITHSTANDING THE FOREGOING IN THIS SECTION
10.7, EACH OF PARENT OR THE WRITTEN CONSENT PARTY MAY COMMENCE ANY ACTION, CLAIM, CAUSE OF ACTION OR SUIT IN A COURT OTHER THAN
THE CHOSEN COURTS SOLELY FOR THE PURPOSE OF ENFORCING AN ORDER OR JUDGMENT ISSUED BY THE CHOSEN COURTS.


 






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10.8 WAIVER
OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF PARENT OR THE WRITTEN CONSENT
PARTY AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY MAY DO SO ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT AND
EACH OTHER DOCUMENT EXECUTED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND FOR ANY COUNTERCLAIM RELATING THERETO,
IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER
OF JURY TRIAL IS PROHIBITED, NEITHER PARENT NOR THE WRITTEN CONSENT PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY
SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. FURTHERMORE, NEITHER
PARENT OR THE WRITTEN CONSENT PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY
SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.


 


10.9 Entire
Agreement; Third-Party Beneficiaries. This Agreement constitutes the entire agreement among the parties hereto with respect
to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties
hereto with respect to the subject matter hereof, and is not intended to confer upon any other Person other than the parties hereto
any rights or remedies.


 


10.10 Counterparts.
This Agreement and each other document executed in connection with the transactions contemplated hereby, and the consummation
thereof, may be executed in one or more counterparts, all of which shall be considered one and the same document and shall become
effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto,
it being understood that all parties hereto need not sign the same counterpart. Delivery by electronic transmission to counsel
for the other party of a counterpart executed by a party shall be deemed to meet the requirements of the previous sentence.


 


10.11 Effect
of Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.


 






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10.12 Legal
Representation. Each of the parties hereto agrees that it has been represented by independent counsel of its choice during
the negotiation and execution of this Agreement and each party hereto and its counsel cooperated in the drafting and preparation
of this Agreement and the documents referred to herein and, therefore, waive the application of any Law, regulation, holding or
rule of construction providing that ambiguities in an agreement or other document will be construed against the party hereto drafting
such agreement or document.


 


10.13 Expenses.
Except as otherwise set forth in this Agreement, all fees and expenses incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party hereto incurring such expenses.


 


10.14 Waiver.
No failure or delay on the part of either party to exercise any power, right, privilege or remedy under this Agreement shall operate
as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or
remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. Neither party shall
be deemed to have waived any claim available to such party arising out of this Agreement, or any power, right, privilege or remedy
under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument
duly executed and delivered on behalf of such waiving party; and any such waiver shall not be applicable or have any effect except
in the specific instance in which it is given.


 


[Remainder
of Page Intentionally Left Blank]


 


 




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In
witness whereof, the parties hereto have caused this Agreement to be executed as of the date first set forth above.


 





	 	HEALTHCARE MERGER CORP.
	 	 	 
	 	By:	/s/ Dennis Conroy
	 	Name:	Dennis Conroy
	 	Title:	Chief Financial Officer











 


[SIGNATURE
PAGE TO SUPPORT AGREEMENT]


 




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In
witness whereof, the parties hereto have caused this Agreement to be executed as of the date first set forth above.


 





	 	WRITTEN CONSENT PARTY:
	 	SOC HOLDINGS LLC
	 	 	 
	 	By:	/s/ Amr Kronfol
	 	Name:	Amr Kronfol
	 	Title:	President


 





[SIGNATURE PAGE TO SUPPORT AGREEMENT]




 



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Schedule
A


 


	Written Consent Party	 	Address for Notice	 	Shares of
 Company Common Stock
	 	 	Shares of
 Company Series H Preferred Stock
	 	 	Company Warrants	 
	SOC Holdings LLC	 	SOC Holdings LLC
 450 Lexington Avenue
 New York, NY 10019	 	 	61,812,810	 	 	 	16,169,860	 	 	 	2,916,530