Exhibit
4.5


 


WARRANT
AGREEMENT


 


This
Warrant 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 (the “Company”), and Continental
Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New
York, New York 10004 (“Warrant Agent”).


 


WHEREAS,
the Company has received binding commitments (“Subscription Agreements”) 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 (1) Class A ordinary share of
the Company, $0.0001 par value per share (“Ordinary Share”), one right to receive one tenth (1/10) of one Class A
Ordinary Share and one (1) redeemable warrant, each warrant exercisable to purchase one-half (1/2) of one Class A Ordinary Share
for $11.50 per share, subject to adjustment as described herein, and in connection therewith, will issue and deliver up to an
aggregate of 479,000 redeemable warrants (“Private Warrants”) upon consummation of such private placement (the “Private
Offering”); and


 


WHEREAS,
the Company is engaged in a public offering (the “Public Offering”) of Units and, in connection therewith, will issue
and deliver (i) up to 11,500,000 warrants (“Public Warrants”) to the public investors and (ii) up to 575,000 warrants
(the “Representative Warrants”); and


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended initial Business Combination (defined
below), 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 (the “Working Capital Units”), and in connection therewith, will issue and deliver up to an aggregate of 150,000
warrants (the “Working Capital Warrants”); and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1,
No. 333-248819 (“Registration Statement”), for the registration, under the Securities Act of 1933, as amended (“Act”),
of, among other securities, the Public Warrants; and


 


WHEREAS,
following consummation of the Public Offering, the Company may issue additional warrants (“Post IPO Warrants” and
together with the Public Warrants, Representative Warrants, Private Warrants and Working Capital Warrants, the “Warrants”)
in connection with, or following the consummation by the Company of, a Business Combination (defined below); and


 


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


 


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


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company
and countersigned by or on behalf of the Warrant 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 Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the
Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth
in this Agreement.


 






     

     


    

 


2. Warrants.


 


2.1. Form
of Warrant. Each Warrant shall initially be issued in registered form only. Physical certificates, if any, shall be in substantially
the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by the Chairman of the Board
and Chief Executive Officer 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 Warrant shall have ceased to serve in the capacity in which such person signed the
Warrant before such Warrant 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. Uncertificated
Warrants.1 Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be issued as
part of, and be represented by, a Unit, Private Unit or Working Capital Unit, and any Warrant may be issued in uncertificated
or book-entry form through the Warrant Agent and/or the facilities of The Depository Trust Company (the “Depository”)
or other book-entry depositary system, in each case as determined by the Board of Directors of the Company or by an authorized
committee thereof. Any Warrant so issued shall have the same terms, force and effect as a certificated Warrant that has been duly
countersigned by the Warrant Agent in accordance with the terms of this Agreement.


 


2.3. Effect
of Countersignature. Except with respect to uncertificated Warrants as described in Section 2.2 above, unless and until countersigned
by the Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder
thereof.


 


2.4. Registration.


 


2.4.1. Warrant
Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance
and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the Warrant Agent
shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company.


 


2.4.2.
Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected
through, records maintained by institutions that have accounts with the Depository (such institution, with respect to a Warrant
in its account, a “Participant”). If the Depository subsequently ceases to make its book-entry settlement system available
for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement.
In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available
in, book-entry form, the Warrant Agent shall provide written instructions to the Depository to deliver to the Warrant Agent for
cancellation each book-entry Public Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depository definitive
certificates in physical form evidencing such Warrants which shall be in the form annexed hereto as Exhibit A.


 


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


 


2.5. Detachability
of Warrants. The securities comprising the Units will not be separately tradeable until the fifty-second (52nd)
day after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, but
in no event will separate trading of the securities comprising the Units begin until (i) 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 on the date hereof, and (ii) 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.


 





 
















		1	NTD: Company to confirm that no physical warrant certificates
are needed.



 






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2.6. Warrant
Attributes.


 


2.6.1 Private
Warrants and Working Capital Warrants. The Private Warrants and Working Capital Warrants will be identical to the Public Warrants
but they (i) will be exercisable either for cash or on a cashless basis at the holder’s option pursuant to Section 3.3.1(c),
(ii) will not be redeemable by the Company, in either case as long as such warrants are held by the initial holders or their affiliates
and permitted transferees (as provided below), (iii) will be subject to the transfer restrictions set forth below and (iv) may
be subject to the limitations on exercise set forth in Section 3.3.2. The provisions of this Section 2.6 may not be modified,
amended or deleted without the prior written consent of the Representative. Prior to the date that is 30 days following the consummation
by the Company of a Business Combination (as defined below), the Private Warrants and Working Capital Warrants may only be transferred
by the holders thereof:


 


	 	(a)	to
    any persons (including their affiliates and shareholders) participating in the Private Offering, officers, directors, shareholders,
    employees and members of the Sponsor and its affiliates;
	 	 	 
	 	(b)	amongst
    initial holders (as defined in the Registration Statement) or to the Company’s officers, directors and employees;
	 	 	 
	 	(c)	if
    a holder is an entity, as a distribution to its, partners, shareholders or members upon its liquidation;
	 	 	 
	 	(d)	by
    bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is a holder or a
    member of a holder’s immediate family, for estate planning purposes;
	 	 	 
	 	(e)	by
    virtue of the laws of descent and distribution upon death;
	 	 	 
	 	(f)	pursuant
    to a qualified domestic relations order;
	 	 	 
	 	(g)	by
    certain pledges to secure obligations incurred in connection with purchases of the Company’s securities;
	 	 	 
	 	(h)	by
    private sales at prices no greater than the price at which the Private Warrants were originally purchased; or
	 	 	 
	 	(i)	to
    the Company for no value for cancellation in connection with the consummation of the Company’s initial Business Combination.


 


2.6.2 Representative
Warrants. Subject to Section 6.4, the Representative Warrants shall have the same terms, and be in the same form, as the Public
Warrants.


 


2.6.3 Post
IPO Warrants. The Post IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public Warrants
except as may be agreed upon by the Company.


  


3. Terms
and Exercise of Warrants


 


3.1. Warrant
Price. Each Warrant shall, when countersigned by the Warrant Agent (if in physical), entitle the registered holder thereof,
subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of Class A Ordinary Shares
stated therein, at the price of $11.50 per whole share, subject to the adjustments provided in Section 4 hereof and in the last
sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement refers to the price per share at
which Class A Ordinary Shares may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower
the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than 20 business days;
provided, however, that the Company shall provide at least 10 business days prior written notice of such reduction to registered
holders of the Warrants; provided, further, however, that any such reduction shall be applied consistently to all of the Warrants. 


 






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3.2. Duration
of Warrants. A Warrant may be exercised only during the period (“Exercise Period”) commencing on the later of
the consummation by the Company of a share exchange, share reconstruction and amalgamation with, purchase of all or substantially
all of the assets of, contractual arrangements with, or any other similar business combination with one or more businesses or
entities (“Business Combination”) (as described more fully in the Registration Statement) and 12 months from the effective
date of the Registration Statement of the Public Offering, and terminating at 5:00 p.m., New York City time on the earlier to
occur of (i) five years from the consummation of a Business Combination (ii) the liquidation of the Company, and (iii) the Redemption
Date as provided in Section 6.2 of this Agreement (“Expiration Date”); provided, however, that the exercise of any
Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in Section 7.4 below; provided further,
that for as long as any of the Private Warrants are held by the Representative or its designees or affiliates, such Private Warrants
may not be exercised after five years from the effective date of the Registration Statement. Except with respect to the right
to receive the Redemption Price in the event of a redemption (as set forth in Section 6 hereunder), each Warrant not exercised
on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement
shall cease at the close of business on the Expiration Date. The Company in its sole discretion may extend the duration of the
Warrants by delaying the Expiration Date; provided, however, that the Company will provide written notice to registered holders
of the Warrants of such extension of not less than 20 days.


 


3.3. Exercise
of Warrants.


 


3.3.1. Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent (if applicable),
may be exercised by the registered holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the
Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Warrant represented by a book-entry, the Warrants
to be exercised on the records of the Depository to an account of the Warrant Agent at the Depository designated for such purposes
in writing by the Warrant Agent to the Depository from time to time, (ii) an election to purchase any Class A Ordinary Shares
pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Warrant
Certificate or, in the case of a Book-Entry Warrant, properly delivered by the Depository participant in accordance with the Depositary’s
procedures, and (iii) by paying in full the Warrant Price for each full Class A Ordinary Share as to which the Warrant is exercised
and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class
A Ordinary Shares and the issuance of such Class A Ordinary Shares, as follows:


 


(a)
in lawful money of the United States, in good certified check or wire payable to the Warrant Agent;


 


(b)
in the event of redemption pursuant to Section 6 hereof in which the Company’s management has elected to require all holders
of Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of Class
A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying
the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value” (defined below) by
(y) the Fair Market Value, provided, however, that no cashless exercise shall be permitted unless the Fair Market Value is higher
than the exercise price. Solely for purposes of this Section 3.3.1(b), the “Fair Market Value” shall mean the average
reported last sale price of the Class A 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 holders of Warrant pursuant to Section 6 hereof; or


 


(c)
with respect to any Private Warrants or Working Capital Warrants, so long as such Private Warrants or Working Capital Warrants
are held by the initial holders or their affiliates and permitted transferees (as prescribed in Section 5.6 hereof), by surrendering
such Private Warrants or Working Capital Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by
dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the difference between
the exercise price of the Warrants and the “Fair Market Value” by (y) the Fair Market Value; provided, however, that
no cashless exercise shall be permitted unless the Fair Market Value is higher than the exercise price. Solely for purposes of
this Section 3.3.1(c), the “Fair Market Value” shall mean the average reported last sale price of the Class A Ordinary
Shares for the 10 trading days ending on the day prior to the Company’s receipt of the applicable exercise notice; or


 






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(d)
in the event the registration statement required by Section 7.4 hereof is not then effective and current, then during the period
beginning on the 53rd day after the closing of the Business Combination and ending upon the effectiveness of such
registration statement, and during any other period after such date of effectiveness when the Company shall fail to have maintained
an effective registration statement covering the Class A Ordinary Shares issuable upon exercise of the Warrants, by surrendering
such Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number
of Class A Ordinary Shares underlying the Warrants, multiplied by the difference between the exercise price of the Warrants and
the “Fair Market Value” by (y) the Fair Market Value; provided, however, that no cashless exercise shall be permitted
unless the Fair Market Value is higher than the exercise price. Solely for purposes of this Section 3.3.1(d), the “Fair
Market Value” shall mean the average reported last sale price of the Class A Ordinary Shares for the 10 trading days ending
on the day prior to the date of exercise. 


 


3.3.2. Issuance
of Class A Ordinary Shares. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment
of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a book-entry position or certificate
or certificates for 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 if such Warrant shall not have been exercised in full, a new book-entry position
or countersigned Warrant (as the case may be) for the number of shares as to which such Warrant shall not have been exercised.
Subject to Section 4.7 of this Agreement, a registered holder of Warrants may exercise its Warrants only for a whole number of
Class A Ordinary Shares (i.e., only an even number of Warrants may be exercised at any given time by a registered holder). Notwithstanding
the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. The Company shall not be obligated
to deliver any Class A Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant
exercise unless a registration statement under the Act with respect to the Class A Ordinary Shares underlying the Public Warrants
is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under
Section 7.4. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise
would be unlawful. No Warrant shall be exercisable and the Company shall not be obligated to issue Class A Ordinary Shares upon
exercise of a Warrant unless the Class A Ordinary Shares issuable upon such Warrant exercise have been registered, qualified or
deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event
that the conditions in the immediately preceding three sentences are not satisfied with respect to a Warrant, the holder of such
Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case
the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the Class
A Ordinary Shares underlying such Unit. In no event will the Company be required to net cash settle any Warrant. The Company may
require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, by reason
of any exercise of warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise
of such Warrant, to receive a fractional interest in a share, the Company shall round down to the nearest whole number, the number
of shares to be issued to such holder.


 


3.3.3. Valid
Issuance. All Class A Ordinary Shares issued upon the proper exercise of a Warrant in conformity with this Agreement and the
Amended and Restated Memorandum and Articles of Association of the Company, following the necessary updates to the Register of
Members of the Company, shall be validly issued, fully paid and non-assessable.


 


3.3.4. Date
of Issuance. Each person in whose name any book-entry position or certificate, as applicable, in the register of members of
the Company for Class A Ordinary Shares is issued shall for all purposes be deemed to have become the holder of record of such
Class A Ordinary Shares on the date on which the Warrant, or book-entry position representing such Warrant, was surrendered and
payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated
Warrant, except that, if the date of such surrender and payment is a date when the share transfer books of the Company or book-entry
system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such Class A Ordinary Shares
at the close of business on the next succeeding date on which the share transfer books or book-entry system are open.


 






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3.3.5. Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or
it makes such election. If the election is made by a holder, the Warrant Agent shall not affect the exercise of the holder’s
Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise,
such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially
own in excess of 9.8% (the “Maximum Percentage”) of the Class A Ordinary Shares issued and outstanding immediately
after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Class A Ordinary Shares
beneficially owned by such person and its affiliates shall include the number of Class A Ordinary Shares issuable upon exercise
of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Class A Ordinary Shares
that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person
and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company
beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred
shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as
set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant,
in determining the number of issued and outstanding Class A Ordinary Shares, the holder may rely on the number of issued and outstanding
Class A Ordinary Shares as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form
10-Q, current report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement
by the Company or (3) any other notice by the Company or the Company’s transfer agent setting forth the number of Class
A Ordinary Shares issued and outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the
Company shall, within two (2) business days, confirm orally and in writing to such holder the number of Class A Ordinary Shares
then issued and outstanding. In any case, the number of issued and outstanding Class A Ordinary Shares shall be determined after
giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date
as of which such number of issued and outstanding Class A Ordinary Shares was reported. By written notice to the Company, the
holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage
specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after
such notice is delivered to the Company.


  


4. Adjustments.


 


4.1. Share
Dividends - Split Ups. If after the date hereof, the number of issued and outstanding Class A Ordinary Shares is increased
by a share dividend payable in Class A Ordinary Shares, or by a split up of the Class A Ordinary Shares, or other similar event,
then, on the effective date of such share capitalization, sub-division, dividend, split up or similar event, the number of Class
A Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in issued and outstanding
Class A Ordinary Shares. A rights offering to all holders of the Class A Ordinary Shares entitling holders to purchase Class A
Ordinary Shares at a price less than the “Fair Market Value” (as defined below) shall be deemed a share dividend of
a number of Class A Ordinary Shares equal to the product of (i) the number of Class A Ordinary Shares actually sold in such rights
offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable
for the Class A Ordinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per Class A Ordinary Share paid
in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1, (i) if the rights offering
is for securities convertible into or exercisable for Class A Ordinary Shares, in determining the price payable for the Class
A Ordinary Shares, there shall be taken into account any consideration received for such rights, as well as any additional amount
payable upon exercise or conversion and (ii) “Fair Market Value” means the volume weighted average price of the Class
A Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which
the Class A Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive
such rights.


 


4.2. Aggregation
of Shares. If after the date hereof, the number of issued and outstanding Class A Ordinary Shares is decreased by a consolidation,
combination, reverse share split or reclassification of the Class A Ordinary Shares or other similar event, then, on the effective
date of such consolidation, combination, reverse share split, reclassification or similar event, the number of Class A Ordinary
Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in issued and outstanding Class
A Ordinary Shares.


 






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4.3. Extraordinary
Dividends and Subsequent Equity Issuances.


 


4.3.1
If the Company, at any time while the Warrants are issued and outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to the holders of the Class A Ordinary Shares on account of such Class A Ordinary Shares (or
other shares of the Company’s share capital into which the Warrants are convertible), other than (a) as described in subsection
4.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the conversion rights of the holders of the Class A
Ordinary Shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders
of the Class A Ordinary Shares in connection with a vote to amend the Company’s amended and restated memorandum and articles
of association, (e) as a result of the repurchase of Class A Ordinary Shares by the Company in connection with an initial Business
Combination or as otherwise permitted by the Investment Management Trust Agreement between the Company and the Warrant Agent dated
of even date herewith or (f) in connection with the Company’s liquidation and the distribution of its assets upon its failure
to consummate a Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”),
then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the
amount of cash and the fair market value (as determined by the Company’s board of directors, in good faith) of any securities
or other assets paid on each Class A Ordinary Share in respect of such Extraordinary Dividend. For purposes of this subsection
4.3, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis
with the per share amounts of all other cash dividends and cash distributions paid on the Class A Ordinary Shares during the 365-day
period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events
referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment
to the Warrant Price or to the number of Class A Ordinary Shares issuable on exercise of each Warrant) does not exceed $0.50 (being
5% of the offering price of the Units in the Offering). 


 


4.3.2
If (i) the Company issues additional Class A Ordinary Shares or securities convertible into or exercisable or exchangeable for
Class A Ordinary Shares for capital raising purposes in connection with the closing of its initial Business Combination at an
issue price or effective issue price of less than $9.50 per Ordinary Share, with such issue price or effective issue price to
be determined in good faith by the Board (and in the case of any such issuance to the Sponsor or its affiliates, without taking
into account any founder shares held by such holder or affiliates, as applicable, prior to such issuance) (the “New Issuance
Price”), (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and
interest thereon, available for the funding of the initial Business Combination on the date of the consummation thereof (net of
redemptions) and (iii) the volume weighted average trading price of the Class A Ordinary Shares during the 20 trading day period
starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the
“Market Value”) is below $9.50 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal
to 115% of the higher of the Market Value and the New Issuance Price and the Redemption Trigger Price (as defined below) shall
be adjusted to equal to [180]% of the higher of the Market Value and the New Issuance Price.


 


4.4. Adjustments
in Exercise Price. Whenever the number of Class A Ordinary Shares purchasable upon the exercise of the Warrants is adjusted,
as provided in Section 4.1 and 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant
Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A Ordinary Shares
purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be
the number of Class A Ordinary Shares so purchasable immediately thereafter.


 


4.5. Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding Class
A Ordinary Shares (other than a change covered by Section 4.1 or 4.2 hereof or that solely affects the par value of such Class
A Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another corporation (other than
a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification
or reorganization of the issued and outstanding Class A Ordinary Shares), or in the case of any sale or conveyance to another
corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection
with which the Company is liquidated, the Warrant holders shall thereafter have the right to purchase and receive, upon the basis
and upon the terms and conditions specified in the Warrants and in lieu of the Class A Ordinary Shares of the Company immediately
theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares or other
securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon
a dissolution following any such sale or transfer, that the Warrant holder would have received if such Warrant holder had exercised
his, her or its Warrant(s) immediately prior to such event; and if any reclassification also results in a change in Class A Ordinary
Shares covered by Section 4.1 or 4.2, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.4 and this Section 4.5.
The provisions of this Section 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations,
sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise
of the Warrant.


 






    	 	7	 



     


    

 


4.6. Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant,
the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from
such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a
Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon
the occurrence of any event specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.5, then, in any such event, the Company shall give written
notice to each Warrant holder, at the last address set forth for such holder in the warrant register, of the record date or the
effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of
such event.


 


4.7. No
Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue
fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any
Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall,
upon such exercise, round down to the nearest whole number the number of the Class A Ordinary Shares to be issued to the Warrant
holder.


 


4.8. Form
of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued
after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued
pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in the
form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter
issued or countersigned, whether in exchange or substitution for an issued and outstanding Warrant or otherwise, may be in the
form as so changed. 


 


4.9. Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of
this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid
an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company
shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing,
which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate
the intent and purpose of this Section 4 and, if such firm determines that an adjustment is necessary, the terms of such adjustment;
provided, however, that under no circumstances shall the Warrants be adjusted pursuant to this Section 4 as a result of any issuance
of securities in connection with the Business Combination. The Company shall adjust the terms of the Warrants in a manner that
is consistent with any adjustment recommended in such opinion.


 


5. Transfer
and Exchange of Warrants.


 


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


 


5.2. Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange
or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the registered
holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event
that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue
new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such
transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.


 


5.3. Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in
the issuance of a warrant certificate or book-entry position for a fraction of a warrant.


 


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


 






    	 	8	 



     


    

 


5.5. Warrant
Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the
terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever
required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6. Private
Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital
Warrants until after the consummation by the Company of a Business Combination, except for transfers made in accordance with Section
2.6 hereof, on the condition that, in the case of Private Warrants, prior to such registration for transfer, the Warrant Agent
shall be presented with written documentation pursuant to which each transferee or the trustee or legal guardian for such transferee
agrees to be bound by the terms of the Subscription Agreements.


 


6. Redemption.


 


6.1. Redemption.
Subject to Section 6.4 hereof, not less than all of the issued and outstanding Warrants may be redeemed, at the option of the
Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon the notice
referred to in Section 6.2, at the price of $0.01 per Warrant (“Redemption Price”), provided that the last sales price
of the Class A Ordinary Shares has been at least $18.00 per share (subject to adjustment in accordance with Section 4 hereof),
on each of twenty (20) trading days within any thirty (30) trading day period (“30-Day Trading Period”) ending on
the third trading day prior to the date on which notice of redemption is given and provided further that there is a current registration
statement in effect with respect to the issuance of the Class A Ordinary Shares underlying the Warrants for each day in the 30-Day
Trading Period and continuing each day thereafter until the Redemption Date (defined below). 


 


6.2. Date
Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Warrants, the Company shall
fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage
prepaid, by the Company not less than 30 days prior to the Redemption Date to the registered holders of the Warrants to be redeemed
at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall
be conclusively presumed to have been duly given whether or not the registered holder received such notice.


 


6.3. Exercise
After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with
Section 3 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2
hereof and prior to the Redemption Date. In the event the Company determines to require all holders of Warrants to exercise their
Warrants on a “cashless basis” pursuant to Section 3.3.1(b), the notice of redemption will contain the information
necessary to calculate the number of Class A Ordinary Shares to be received upon exercise of the Warrants, including the “Fair
Market Value” (within the meaning of Section 3.3.1(b)) in such case. On and after the Redemption Date, the record holder
of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.


 


6.4. Exclusion
of Certain Warrants. Any of the Private Warrants or Working Capital Warrants, Representative Warrants or Post IPO Warrants
(if such warrants provide that they are non-redeemable by the Company), shall not be redeemable by the Company as long as such
Private Warrants, Working Capital Warrants, Representative Warrants or Post IPO Warrants (if such warrants provide that they are
non-redeemable by the Company) continue to be held by initial holders and affiliates or their permitted transferees (as prescribed
in Section 5.6 hereof). However, once such Private Warrants, Working Capital Warrants or Representative Warrants are no longer
held by the initial holders or their affiliates or permitted transferees, such Private Warrants, Working Capital Warrants or Representative
Warrants shall then be redeemable by the Company pursuant to Section 6 hereof. The Representative Warrants shall be redeemable
by the Company upon the same terms as the Public Warrants. The provisions of this Section 6.4 may not be modified, amended or
deleted without the prior written consent of the Representative.


 


7. Other
Provisions Relating to Rights of Holders of Warrants.


 


7.1. No
Rights as Shareholder. A Warrant 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 general meetings of the Company or the appointment
of directors of the Company or any other matter.


 






    	 	9	 



     


    

 


7.2. Lost,
Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
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
Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen,
mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or
not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3. 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 exercise in full of all issued and outstanding Warrants issued pursuant
to this Agreement. 


 


7.4. Registration
of Class A Ordinary Shares. The Company agrees that as soon as practicable after the closing of a Business Combination, it
shall use its best efforts to file with the SEC, a new registration statement, for the registration, under the Act, of the Class
A Ordinary Shares issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary
to qualify for sale, in those states in which the Warrants were initially offered by the Company, the Class A Ordinary Shares
issuable upon exercise of the Warrants. In either case, the Company will use its best efforts to cause the same to become effective
and to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions
of this Agreement. In addition, the Company agrees to use its best efforts to register such securities under the blue sky laws
of the states of residence of the exercising warrant holders to the extent an exemption is not available. If any such registration
statement has not been declared effective by the 52-day anniversary following the closing of the Business Combination, holders
of the Warrants shall have the right, during the period beginning on the 53rd day after the closing of the Business
Combination and ending upon such registration statement being declared effective by the SEC, and during any other period after
such date of effectiveness when the Company shall fail to have maintained an effective and current registration statement covering
the Class A Ordinary Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis”
as determined in accordance with Section 3.3.1(d). In connection with the cashless exercise of the Public Warrants, the Company
shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities
law experience) stating that (i) the issuance of Class A Ordinary Shares upon exercise of the Warrants on a cashless basis in
accordance with this Section 7.4 is not required to be registered under the Act and (ii) the Class A Ordinary Shares issued upon
such exercise will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined
in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance
of any doubt, unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue to be obligated
to comply with its registration obligations under the first three sentences of this Section 7.4. The provisions of this Section
7.4 may not be modified, amended or deleted without the prior written consent of the Representative.


 


8. Concerning
the Warrant Agent and Other Matters.


 


8.1. 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
Warrant Agent in respect of the issuance or delivery of Class A Ordinary Shares upon the exercise of Warrants, but the Company
shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.


 






    	 	10	 



     


    

  


8.2. Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.2.1. Appointment
of Successor Warrant Agent. The Warrant 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 Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant 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 Warrant Agent or by the holder of the Warrant
(who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant may apply to the
Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s
cost. Any successor Warrant 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 Warrant Agent shall be vested with all the authority, powers,
rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant
Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant
Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all
the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant 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 Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 


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


 


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


 


8.3. Fees
and Expenses of Warrant Agent.


 


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


 


8.3.2. 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 Warrant Agent
for the carrying out or performing of the provisions of this Agreement.


 


8.4. Liability
of Warrant Agent.


 


8.4.1. Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant 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, Chief Financial Officer or Chairman of the Board
of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered
in good faith by it pursuant to the provisions of this Agreement.


 


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


 


8.4.3. Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity
or execution of any Warrant (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 Warrant; nor shall it be responsible to make any adjustments required
under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining
of the existence of facts that would require any such adjustment; 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
Warrant or as to whether any Class A Ordinary Shares will when issued be valid and fully paid and nonassessable.


 






    	 	11	 



     


    

 


8.5. Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the
terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised
and concurrently account for, and pay to the Company, all moneys received by the Warrant Agent for the purchase of Class A Ordinary
Shares through the exercise of Warrants.


 


8.6. Waiver.
The Warrant 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 Warrant 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. The Warrant Agent hereby
waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 


9. Miscellaneous
Provisions.


 


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


 


9.2. Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any
Warrant 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 Warrant 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 Warrant or by the Company to
or on the Warrant 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 Warrant 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 in each case to:


 


Ellenoff
Grossman & Schole LLP


1345
Avenue of the Americas, 11th Floor


New
York, NY 10105


Attn:
Barry Grossman, Esq.


 


and


 


Schiff
Hardin LLP


901
K Street NW


Suite
300 700


Washington,
D.C. 20001


Attn:
Ralph V. De Martino, Esq.


 






    	 	12	 



     


    

 


 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


 


9.3 Applicable Law
and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed
in all respects by the laws of the State of New York. Subject to applicable law, 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 forum for any such action, proceeding or claim. The Company hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions
of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim
for which the federal district courts of the United States of America are the sole and exclusive forum.


 


Any person or entity purchasing
or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions
in this Section 9.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a
court other than a court located within the State of New York or the United States District Court for the Southern District of
New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented
to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District
Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions
(an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement
action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder. 





   


9.4. 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 Warrants and, for the purposes of Sections 2.6, 6.4, 7.4, 9.4 and 9.8 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 2.6, 6.4,
7.4, 9.4 and 9.8 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 2.6, 6.4, 7.4, 9.4
and 9.8 hereof) and their successors and assigns and of the registered holders of the Warrants.


 


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


 


9.6. 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.


 


9.7. 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.


 


9.8. 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,
including any amendment to increase the Warrant Price or shorten the Exercise Period, shall require the written consent or vote
of the registered holders of a majority of the then issued and outstanding Warrants. Notwithstanding the foregoing, the Company
may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without
the consent of the registered holders. The provisions of this Section 9.8 may not be modified, amended or deleted without the
prior written consent of the Representative.


 


9.9. 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]


 






    	 	13	 



     


    

 


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:
    Margaret B. Lloyd
	 	 	Title:
      Vice President


 


[Signature
page to Warrant Agreement]