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 COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY NOTE


 


Dated as of October 6, 2022


 


Principal Amount: Up to $500,000 New York,
New York


 


Edoc Acquisition Corp., a
special purpose acquisition company incorporated as a Cayman Islands exempted company (the “Maker”), promises to pay
to the order of American Physicians LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the
“Payee”), or order, the principal sum of up to Five Hundred Thousand U.S. Dollars ($500,000.00) 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 or as otherwise determined by the Maker to such account as the Payee may from time to time designate by
written notice in accordance with the provisions of this Note.


 


1. Principal. The principal balance of
this Note shall be due and payable by the Maker on the earlier of (such date, the “Maturity Date”), subject to Section
12 below, (a) the date that Maker consummates the Maker’s initial business combination and (b) the date of the liquidation of the Maker.
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.


 


2. Interest. No interest shall accrue on
the unpaid principal balance of this Note.


 


3. Drawdown Requests. The principal of
this Note may be drawn down from time to time prior to the Maturity Date, upon written request from Maker to Payee (each, a “Drawdown
Request”), and shall be subject to the approval of the Drawdown Request by Payee in its sole discretion. Each Drawdown Request
must state the amount to be drawn down, the use of proceeds for such Drawdown Request and must not be an amount less than Ten Thousand
Dollars ($10,000) unless agreed upon by Maker and Payee. If Payee agrees to fund a Drawdown Request, Payee shall fund such Drawdown Request
no later than five (5) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively
under this Note is Five Hundred Thousand U.S. Dollars ($500,000.00). Once an amount is drawn down under this Note, it shall not be available
for future Drawdown Requests even if prepaid. No fees, payments or other amounts shall be due to Payee in connection with, or as a result
of, any Drawdown Request by Maker.


 


4. 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, and then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance
of this Note.


 


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


 


(a) Failure to Make Required
Payments. Failure by the Maker to pay the principal amount due pursuant to this Note within one (1) business day of the Maturity Date.


 


(b) Voluntary Bankruptcy,
Etc. The commencement by the 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 the 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 the Maker generally to pay its debts as such debts become due, or the taking of corporate
action by the Maker in furtherance of any of the foregoing.


 






     


     


    

 


(c) Involuntary Bankruptcy,
Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the 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 the 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 sixty (60) consecutive days.


 


6. Remedies.


 


(a) Upon the occurrence of
an Event of Default specified in Section 5(a) hereof, the Payee may, by written notice to the 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(b) and 5(c), 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 the Payee.


 


7. Waivers. The 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 this Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Note,
and all benefits that might accrue to the 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 the 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 the Payee.


 


8. Unconditional Liability. The 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 the Payee, and consents to any
and all extensions of time, renewals, waivers, or modifications that may be granted by the 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 the Maker or affecting the Maker’s liability hereunder.


 


9. Notices. All notices, statements or
other documents which are required or contemplated by this Note shall be made in writing and delivered: (a) personally or sent by first
class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing,
(b) 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 (c) 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.


 


10. Construction. THIS NOTE SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.


 






    2


     


    

 


11. 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.


 


12. Trust Waiver. Notwithstanding anything
herein to the contrary, 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, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against
the Trust Account for any reason whatsoever.


 


13. 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.


 


14. Assignment. No assignment or
transfer of this Note or any rights or obligations hereunder may be made by the Maker (by operation of law or otherwise) without the prior
written consent of the Payee and any attempted assignment without the required consent shall be void.


 


[Remainder of page intentionally left blank.
Signature page follows.]


 




    3


     


    

 


IN WITNESS WHEREOF, the 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

                    






 






     


     


    

 


IN WITNESS WHEREOF, the Payee, 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.


 





	 	American Physicians LLC
	 	 
	 	By:	/s/
    Xiaoping Becky Zhang        
	 	Name:   	Xiaoping Becky Zhang
	 	Title:	Managing Member