Exhibit
4.6


 


RIGHTS
AGREEMENT


 


This
Rights Agreement (this “Agreement”) is made as of [        ], 2020 between
Edoc Acquisition Corp., a Cayman Islands exempted company, with offices at 7612 Main Street Fishers, Suite 200, Victor, NY 14564
(“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State
Street, 30th Floor, New York, New York 10004 (“Rights Agent”).


 


WHEREAS,
the Company has received binding commitments from American Physicians LLC, a Delaware limited liability company (the “Sponsor”),
and from I-Bankers Securities, Inc. (the “Representative”) to purchase up to an aggregate of 479,000 units, each unit
(“Unit”) comprised of one Class A ordinary share of the Company, $0.0001 par value per share (“Class A Class
A Ordinary Share “), one warrant to purchase one-half of one Class A Ordinary Share (“Warrant”) and one right
to receive one-tenth of one Class A Ordinary Share upon the happening of the triggering event described herein (“Right”),
and in connection therewith, will issue and deliver up to an aggregate of 479,000 Rights as part of such Units upon consummation
of such private placement (the “Private Offering”); and


 


WHEREAS,
the Company is engaged in a public offering (“Public Offering”) of Units and, in connection therewith, will issue
and deliver up to 11,500,000 Rights to the public investors; and


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined
in the Company’s Amended and Restated Memorandum and Articles of Association), the Sponsor or an affiliate of the Sponsor
or certain of the Company’s executive officers and directors may loan to the Company funds as may be required, of which
up to $1,500,000 of such loans may be convertible into up to an additional 150,000 Units, and in connection therewith, will issue
and deliver up to an aggregate of 150,000 Rights; and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1,
File No. 333-[        ] (“Registration Statement”), and related Prospectus
(“Prospectus”) for the registration, under the Securities Act of 1933, as amended (“Act”), of, among other
securities, the Rights and the Class A Ordinary Shares issuable to the holders of the Rights; and


 


WHEREAS,
the Company desires the Rights Agent to act on behalf of the Company, and the Rights Agent is willing to so act, in connection
with the issuance, registration, transfer and exchange of the Rights; and


 


WHEREAS,
the Company desires to provide for the form and provisions of the Rights, the terms upon which they shall be issued, and the respective
rights, limitation of rights, and immunities of the Company, the Rights Agent, and the holders of the Rights; and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Rights, when executed on behalf of the Company
and countersigned by or on behalf of the Rights Agent, as provided herein, the valid, binding and legal obligations of the Company,
and to authorize the execution and delivery of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.
Appointment of Rights Agent. The Company hereby appoints the Rights Agent to act as agent for the Company for the Rights,
and the Rights Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions
set forth in this Agreement.


 


2.
Rights.


 


2.1.
Form of Right. Each Right shall be issued in registered form only, shall be in substantially the form of Exhibit A hereto,
the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of, the Chairman of the
Board or Chief Executive Officer and the Secretary of the Company and shall bear a facsimile of the Company’s seal. In the
event the person whose facsimile signature has been placed upon any Right shall have ceased to serve in the capacity in which
such person signed the Right before such Right is issued, it may be issued with the same effect as if he or she had not ceased
to be such at the date of issuance.


 



     


     


    

 


2.2.
Effect of Countersignature. Unless and until countersigned by the Rights Agent pursuant to this Agreement, a Right shall
be invalid and of no effect and may not be exchanged for Class A Ordinary Shares.


 


2.3.
Registration.


 


2.3.1.
Right Register. The Rights Agent shall maintain books (“Right Register”) for the registration of original issuance
and the registration of transfer of the Rights. Upon the initial issuance of the Rights, the Rights Agent shall issue and register
the Rights in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions
delivered to the Rights Agent by the Company.


 


2.3.2.
Registered Holder. Prior to due presentment for registration of transfer of any Right, the Company and the Rights Agent
may deem and treat the person in whose name such Right shall be registered upon the Right Register (“registered holder”)
as the absolute owner of such Right and of each Right represented thereby (notwithstanding any notation of ownership or other
writing on the Right Certificate made by anyone other than the Company or the Rights Agent), for the purpose of the exchange thereof,
and for all other purposes, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.


 


2.4.
Detachability of Rights. The securities comprising the Units, including the Rights, will not be separately transferable
until the earlier to occur of: (i) the 52nd day following the date of the Prospectus or (ii) the announcement by the
Representative, as representative of the underwriters in the Public Offering, of its intention to allow separate earlier trading,
except that in no event will the securities comprising the Units be separately tradeable until the Company files a Current Report
on Form 8-K with the SEC which includes an audited balance sheet reflecting the receipt by the Company of the gross proceeds of
the Public Offering including the proceeds received by the Company from the exercise of the over-allotment option, if the over-allotment
option is exercised by the date thereof and the Company issues a press release and files a Current Report on Form 8-K with the
SEC announcing when such separate trading shall begin.


 


3.
Terms and Exchange of Rights


 


3.1.
Rights. Each Right shall entitle the holder thereof to receive one-tenth of one Class A Ordinary Share upon the happening
of an Exchange Event (defined below). No additional consideration shall be paid by a holder of Rights in order to receive his,
her or its Class A Ordinary Shares upon an Exchange Event as the purchase price for such Class A Ordinary Shares has been included
in the purchase price for the Units. In no event will the Company be required to net cash settle the Rights or issue fractional
Class A Ordinary Shares.


 


3.2.
Exchange Event. An “Exchange Event” shall occur upon the Company’s consummation of an initial Business
Combination (as defined in the Company’s Amended and Restated Memorandum and Articles of Association).


 


3.3.
Exchange of Rights.


 


3.3.1.
Issuance of Class A Ordinary Shares. As soon as practicable upon the occurrence of an Exchange Event, the Company shall
direct holders of the Rights to return their Rights Certificates to the Rights Agent. Upon receipt of a valid Rights Certificate,
the Company shall 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, registered in such name or names as may be directed by him, her or it and issue to such registered holder(s)
a certificate or book-entry position for the such shares. Notwithstanding the foregoing, or any provision contained in this Agreement
to the contrary, in no event will the Company be required to net cash settle the Rights. The Company shall not issue fractional
shares upon exchange of Rights. In the event that any holder would otherwise be entitled to any fractional share upon exchange
of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such entitlement will be addressed.
To the fullest extent permitted by the Company’s Amended and Restated Memorandum and Articles of Association the Company
reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by the Act and the
Amended and Restated Memorandum and Articles of Association, 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.


 



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3.3.2.
Valid Issuance. All Class A Ordinary Shares issued upon an Exchange Event in conformity with this Agreement shall be validly
issued, fully paid and nonassessable.


 


3.3.3.
Date of Issuance. Each person in whose name any such certificate or book-entry position for Class A Ordinary Shares is
issued shall for all purposes be deemed to have become the holder of record of such shares on the date of the Exchange Event,
irrespective of the date of delivery of such certificate or entry of position.


 


3.3.4
Company Not Surviving Following Exchange Event. Upon an Exchange Event in which the Company does not continue as the publicly
held reporting 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 Shares will receive in such transaction, for the number of shares such holder is entitled
to pursuant to Section 3.3.1 above. If the Company does not continue as the publicly held reporting entity upon an Exchange Event,
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 Exchange Event. In such a case, each holder
of a Right will be required to indicate his, her or its election to convert the Rights into underlying shares as well as to return
the original certificates evidencing the Rights to the Company.


 


3.5
Duration of Rights. If an Exchange Event does not occur within the time period set forth in the Company’s Amended
and Restated Memorandum and Articles of Association, as the same may be amended from time to time, the Rights shall expire and
shall be worthless; provided that for as long as any of the Rights sold in the Private Offering are held by the Representative
or its designees or affiliates, such Rights may not be exercised after five years from the effective date of the Registration
Statement.


 


4.
Transfer and Exchange of Rights.


 


4.1.
Registration of Transfer. The Rights Agent shall register the transfer, from time to time, of any outstanding Right upon
the Right Register, upon surrender of such Right for transfer, properly endorsed with signatures properly guaranteed and accompanied
by appropriate instructions for transfer. Upon any such transfer, a new Right representing an equal aggregate number of Rights
shall be issued and the old Right shall be cancelled by the Rights Agent. The Rights so cancelled shall be delivered by the Rights
Agent to the Company from time to time upon request.


 


4.2.
Procedure for Surrender of Rights. Rights may be surrendered to the Rights Agent, together with a written request for exchange
or transfer, and thereupon the Rights Agent shall issue in exchange therefor one or more new Rights as requested by the registered
holder of the Rights so surrendered, representing an equal aggregate number of Rights; provided, however, that in the event that
a Right surrendered for transfer bears a restrictive legend and the new Rights to be issued will not bear a restrictive legend,
the Rights Agent shall not cancel such Right and issue new Rights in exchange therefor until the Rights Agent has received an
opinion of counsel for the Company stating that such transfer may be made and indicating no restrictive legend is required.


 


4.3.
Fractional Rights. The Rights Agent shall not be required to effect any registration of transfer or exchange which will
result in the issuance of a Right Certificate for a fraction of a Right.


 


4.4.
Service Charges. No service charge shall be made for any exchange or registration of transfer of Rights.


 



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4.5.
Adjustments to Conversion Ratios. The number of Class A Ordinary Shares that the holders of Rights are entitled to receive
as a result of the occurrence of an Exchange Event shall be equitably adjusted to reflect appropriately the effect of any share
split, reverse share split, share dividend, reorganization, recapitalization, reclassification, combination, exchange of shares
or other like change with respect to the Class A Ordinary Shares occurring on or after the date hereof and prior to the Exchange
Event.


 


4.6.
Right Execution and Countersignature. The Rights Agent is hereby authorized to countersign and to deliver, in accordance
with the terms of this Agreement, the Rights required to be issued pursuant to the provisions of this Section 4, and the Company,
whenever required by the Rights Agent, will supply the Rights Agent with Rights duly executed on behalf of the Company for such
purpose.


 


5.
Other Provisions Relating to Rights of Holders of Rights.


 


5.1.
No Rights as Shareholder. Until exchange of a Right for Class A Ordinary Shares as provided for herein, a Right does not
entitle the registered holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the
right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice
as shareholders in respect of the meetings of shareholders or the election of directors of the Company or any other matter.


 


5.2.
Lost, Stolen, Mutilated, or Destroyed Rights. If any Right is lost, stolen, mutilated, or destroyed, the Company and the
Rights Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of
a mutilated Right, include the surrender thereof), issue a new Right of like denomination, tenor, and date as the Right so lost,
stolen, mutilated, or destroyed. Any such new Right shall constitute a substitute contractual obligation of the Company, whether
or not the allegedly lost, stolen, mutilated, or destroyed Right shall be at any time enforceable by anyone.


 


5.3.
Reservation of Class A Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized
but unissued Class A Ordinary Shares that will be sufficient to permit the exchange of all outstanding Rights issued pursuant
to this Agreement.


 


6.
Concerning the Rights Agent and Other Matters.


 


6.1.
Payment of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company
or the Rights Agent in respect of the issuance or delivery of Class A Ordinary Shares upon the exchange of Rights, but the Company
shall not be obligated to pay any transfer taxes in respect of the Rights or such Class A Ordinary Shares.


 


6.2.
Resignation, Consolidation, or Merger of Rights Agent.


 


6.2.1.
Appointment of Successor Rights Agent. The Rights Agent, or any successor to it hereafter appointed, may resign its duties
and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the
Company. If the office of the Rights Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall
appoint in writing a successor Rights Agent in place of the Rights Agent. If the Company shall fail to make such appointment within
a period of 30 days after it has been notified in writing of such resignation or incapacity by the Rights Agent or by the holder
of the Right (who shall, with such notice, submit his, her or its Right for inspection by the Company), then the holder of any
Right may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Rights
Agent at the Company’s cost. Any successor Rights Agent, whether appointed by the Company or by such court, shall be a corporation
organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough
of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision
or examination by federal or state authority. After appointment, any successor Rights Agent shall be vested with all the authority,
powers, rights, immunities, duties, and obligations of its predecessor Rights Agent with like effect as if originally named as
Rights Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor
Rights Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Rights Agent
all the authority, powers, and rights of such predecessor Rights Agent hereunder; and upon request of any successor Rights Agent
the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting
in and confirming to such successor Rights Agent all such authority, powers, rights, immunities, duties, and obligations.


 



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6.2.2.
Notice of Successor Rights Agent. In the event a successor Rights Agent shall be appointed, the Company shall give notice
thereof to the predecessor Rights Agent and the transfer agent for the Class A Ordinary Shares not later than the effective date
of any such appointment.


 


6.2.3.
Merger or Consolidation of Rights Agent. Any corporation into which the Rights Agent may be merged or with which it may
be consolidated or any corporation resulting from any merger or consolidation to which the Rights Agent shall be a party shall
be the successor Rights Agent under this Agreement without any further act.


 


6.3.
Fees and Expenses of Rights Agent.


 


6.3.1.
Remuneration. The Company agrees to pay the Rights Agent reasonable remuneration for its services as such Rights Agent
hereunder and will reimburse the Rights Agent upon demand for all expenditures that the Rights Agent may reasonably incur in the
execution of its duties hereunder.


 


6.3.2.
Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the
Rights Agent for the carrying out or performing of the provisions of this Agreement.


 


6.4.
Liability of Rights Agent.


 


6.4.1.
Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Rights Agent shall deem
it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a statement signed by the Chief Executive Officer or Chief Financial Officer and delivered
to the Rights Agent. The Rights Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant
to the provisions of this Agreement.


 


6.4.2.
Indemnity. The Rights Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith.
Subject to Section 6.6 below, the Company agrees to indemnify the Rights Agent and save it harmless against any and all liabilities,
including judgments, costs and reasonable counsel fees, for anything done or omitted by the Rights Agent in the execution of this
Agreement except as a result of the Rights Agent’s gross negligence, willful misconduct, or bad faith.


 


6.4.3.
Exclusions. The Rights Agent shall have no responsibility with respect to the validity of this Agreement or with respect
to the validity or execution of any Right (except its countersignature thereof); nor shall it be responsible for any breach by
the Company of any covenant or condition contained in this Agreement or in any Right; nor shall it by any act hereunder be deemed
to make any representation or warranty as to the authorization or reservation of any Class A Ordinary Shares to be issued pursuant
to this Agreement or any Right or as to whether any Class A Ordinary Shares will when issued be valid and fully paid and nonassessable.


 


6.5.
Acceptance of Agency. The Rights Agent hereby accepts the agency established by this Agreement and agrees to perform the
same upon the terms and conditions herein set forth.


 


6.6
Waiver. The Rights Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and the Rights Agent as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 



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7.
Miscellaneous Provisions.


 


7.1.
Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Rights Agent
shall bind and inure to the benefit of their respective successors and assigns.


 


7.2.
Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Rights Agent or by the
holder of any Right to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if
sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until
another address is filed in writing by the Company with the Rights Agent), as follows:


 


Edoc
Acquisition Corp.


7612
Main Street Fishers


Suite
200


Victor,
NY 14564


Attn:
Kevin Chen, Chief Executive Officer


 


Any
notice, statement or demand authorized by this Agreement to be given or made by the holder of any Right or by the Company to or
on the Rights Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail
or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is
filed in writing by the Rights Agent with the Company), as follows:


 


Continental
Stock Transfer & Trust Company


One
State Street, 30th Floor


New
York, New York 10004


Attn:
Compliance Department


 


with
a copy to:


Ellenoff
Grossman & Schole, LLP


1345
Avenue of the Americas


New
York, NY 10105


Attn:
Barry Grossman, Esq


 


and


 


Schiff
Hardin LLP


901
K Street NW


Suite
700


Washington,
D.C. 20001


Attn:
Ralph V. De Martino, Esq.


 


 


and


 


Maples
and Calder


P.O.
Box 309, Ugland House


Grand
Cayman


KY1-1104


Cayman
Islands


Attn:
Matthew Gardner


and


 


I-Bankers
Securities Inc


535
5th Ave.


New
York, NY 10017


Attn:
Shelley Leonard, President


 



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7.3.
Applicable Law. The validity, interpretation, and performance of this Agreement and of the Rights shall be governed in
all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the
application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against
it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York
or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof
by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section
7.2 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding
or claim.


 


7.4.
Persons Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any
of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than
the parties hereto and the registered holders of the Rights and, for the purposes of Sections 7.4 and 7.8 hereof, the Representative,
any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement
hereof. The Representative shall be deemed to be a third-party beneficiary of this Agreement with respect to Sections 7.4 and
7.8 hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole
and exclusive benefit of the parties hereto (and the Representative with respect to the Sections 7.4 and 7.8 hereof) and their
successors and assigns and of the registered holders of the Rights. The provisions of this Section 7.4 may not be modified, amended
or deleted without the prior written consent of the Representative.


 


7.5.
Examination of the Right Agreement. A copy of this Agreement shall be available at all reasonable times at the office of
the Rights Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Right.
The Rights Agent may require any such holder to submit his, her or its Right for inspection by it.


 


7.6.
Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


7.7.
Effect of Headings. The Section headings herein are for convenience only and are not part of this Agreement and shall not
affect the interpretation thereof.


 


7.8
Amendments. This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose
of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained herein or adding or changing
any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable
and that the parties deem shall not adversely affect the interest of the registered holders. All other modifications or amendments
shall require the written consent or vote of the registered holders of a majority of the then outstanding Rights. The provisions
of this Section 7.8 may not be modified, amended or deleted without the prior written consent of the Representative.


 


7.9
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part
of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and
enforceable.


 


[Signature
Page Follows]


 



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IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


	 	EDOC ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name: Kevin Chen
	 	 	Title: Chief Executive Officer
	 	 	 
	 	CONTINENTAL STOCK TRANSFER &
    TRUST COMPANY
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 


 


[Signature
Page to Rights Agreement]