Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made as of [ ], 2020 by and between Eucrates Biomedical Acquisition
Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).


 


WHEREAS, the
Company’s registration statement on Form S-1, No. 333-249333 (“Registration Statement”) and prospectus
(the “Prospectus”) for its initial public offering of securities (“IPO”) has
been declared effective as of the date hereof (“Effective Date”) by the U.S. Securities and Exchange
Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement);
and


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Stifel Nicolaus
 & Company, Incorporated and H.C. Wainwright & Co. acting as the representatives of the underwriters named therein
(the “Representatives”);


 


WHEREAS, simultaneously
with the IPO, Eucrates LLC (the “Sponsor”) will be purchasing an aggregate of 350,000 units (“Initial
Private Units”) from the Company for an aggregate purchase price of $3,500,000; and


 


WHEREAS, in the event
the underwriters exercise their over-allotment option in full or in part, the Sponsor will purchase up to an aggregate of an additional
30,000 units (“Over-Allotment Private Units,” together with the Initial Private Units, the “Private
Units”) for an aggregate purchase price of up to $3,000,000; and


 


WHEREAS, as described
in the Registration Statement and the Prospectus, and in accordance with the Company’s Amended and Restated Memorandum and
Articles of Association, $100,000,000 of the net proceeds of the IPO and sale of the Private Units ($115,000,000 if the underwriters'
over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a segregated trust account
located at all times in the United States (the “Trust Account”) for the benefit of the Company and the
holders of the Company’s ordinary shares, no par value (“Ordinary Shares”), issued in the IPO as
hereinafter provided (the amounts to be delivered to the Trustee will be referred to herein as the “Property”;
the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,”
and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, pursuant to
the Underwriting Agreement, a portion of the Property, up to $3,500,000 (or $4,025,000 if the underwriters’ over-allotment
option is exercised in full), is attributable to deferred underwriting discounts and commissions that may become payable by the
Company to the underwriters upon the consummation of an initial business combination (as described in the Registration Statement,
a “Business Combination”) (the “Deferred Discount”); and


 


WHEREAS, the Company
and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold
the Property.


 


IT IS AGREED:


 


	 	1.	Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a) Hold the Property
in trust for the Beneficiaries in accordance with the terms of this Agreement in a Trust Account established by the Trustee at
JPMorgan Chase Bank, N.A. located in the United States and at a brokerage institution selected by the Trustee that is reasonably
satisfactory to the Company;


 


(b) Manage, supervise
and administer the Trust Account subject to the terms and conditions set forth herein;


 






    - 1 -


     


    

 


(c) In a timely manner,
upon the written instruction of the Company, invest and reinvest the Property in United States “government securities”
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”),
having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3), and
(d)(4) of Rule 2a-7 promulgated under the Investment Company Act (or any successor rule), which invest only in direct U.S. government
treasury obligations, as determined by the Company; the Trustee may not invest in any other securities or assets; it being understood
that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder
and the Trustee may earn bank credits or other consideration;


 


(d) Collect and receive,
when due, all principal, interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e) Promptly notify
the Company and the Representatives of all communications received by the Trustee with respect to any Property requiring action
by the Company;


 


(f) Supply any necessary
information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation
of the tax returns relating to assets held in the Trust Account;


 


(g) Participate in
any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by
the Company to do so;


 


(h) Render to the Company
monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements of the
Trust Account;


 


(i) Commence liquidation
of the Trust Account only after and promptly following (x) receipt of, and only in accordance with, the terms of a letter from
the Company (the “Termination Letter”), in a form substantially similar to that attached hereto as either
Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer or Chairman of the Board
and Secretary or Assistant Secretary, or other authorized officer of the Company and complete the liquidation of the Trust Account
and distribute the Property in the Trust Account, including interest (which interest shall be net of any taxes payable and up to
$100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable, it being understood that the
Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payable),
only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later
of (1) 24 months after the closing of the IPO and (2) such later date as may be approved by the Company’s shareholders in
accordance with the Company’s Amended and Restated Memorandum and Articles of Association, provided, however, that in the
event that a Termination Letter has not been received by the Trustee by the last date 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 “Last Date”),
the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit
B hereto and the Property in the Trust Account, including interest (which interest shall be net of any taxes payable and less up
to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), shall be distributed to
the Public Shareholders of record as of such date.


 


(j) Upon receipt of
an Amendment Notification Letter (defined below), distribute to Public Shareholders who exercised their redemption rights in connection
with an Amendment (defined below) an amount equal to the pro rata share of the Property relating to the shares for which such Public
Stockholders have exercised redemption rights in connection with such Amendment.


 


	 	2.	Limited Distributions of Income from Trust Account.


 


(a) Upon written request
from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a
 “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company
the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company as a result
of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company
by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing
authority, so long as there is no reduction in the principal amount per share initially deposited in the Trust Account; provided,
however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall
liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution, so
long as there is no reduction in the principal amount per share initially deposited in the Trust Account (it being acknowledged
and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account).
The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said
funds, and the Trustee shall have no responsibility to look beyond said request.


 






    - 2 -


     


    

 


(b) Upon written request
from the Company, which may be given in a form substantially similar to that attached hereto as Exhibit D, signed on behalf of
the Company by one of the Company’s executive officers, the Trustee shall distribute to the Company up to $100,000 of interest
income earned on the Property and requested by the Company to cover expenses directly related to the Company’s liquidation
(i.e., only those expenses incurred after the Last Date attributable to the Company’s liquidation); provided, however, that
the Company will not be allowed to withdraw interest income earned on the trust account pursuant to this Section 2(b) unless there
are sufficient funds available to pay the Company’s tax obligations on such interest income or otherwise then due at that
time. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to
said funds, and the Trustee shall have no responsibility to look beyond said request.


 


(c) The limited distributions
referred to in Sections 2(a) and 2(b) above shall be made only from income collected on the Property. Except as provided in Sections
2(a) and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) or
1(j) hereof.


 


(d) The Company shall
provide the Representatives with a copy of any Termination Letters and/or any other correspondence that it issues to the Trustee
with respect to any proposed withdrawal from the Trust Account promptly after such issuance.


 


	 	3.	Agreements and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a) Give all instructions
to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, President or
Chief Financial Officer. In addition, except with respect to its duties under paragraphs 1(i), 1(j), 2(a) and 2(b) above, the Trustee
shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in
good faith believes to be given by any one of the persons authorized above to give written instructions, provided that the Company
shall promptly confirm such instructions in writing;


 


(b) Subject to the
provisions of Sections 5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against, any
and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any claim,
potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim
or demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or
any income earned from investment of the Property, except for expenses and losses resulting from the Trustee's gross negligence
or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action,
suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this paragraph, it shall notify the Company
in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have
the right to conduct and manage the defense against such Indemnified Claim, provided, that the Trustee shall obtain the consent
of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not
agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably
withheld. The Company may participate in such action with its own counsel;


 


(c) Pay the Trustee
an initial acceptance fee and an annual fee as set forth on Schedule A hereto, which fees shall be subject to modification by the
parties from time to time. It is expressly understood that the Property shall not be used to pay such fees and further agreed that
any fees owed to the Trustee shall be deducted by the Trustee from the disbursements made to the Company pursuant to Section 1(i)
solely in connection with the consummation of a Business Combination. Otherwise, fees and disbursements shall be paid by the Company
from other funds held outside the Trust Account. The Company shall pay the Trustee the initial acceptance fee and first year's
fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Company shall not be responsible
for any other fees or charges of the Trustee except as set forth in this Section 2(c) and as may be provided in Section 2(b) hereof;


 


(d) In connection with
any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit or certificate
of a firm regularly engaged in the business of tabulating shareholder votes verifying the vote of the Company’s shareholders
regarding such Business Combination;


 






    - 3 -


     


    

 


(e) In the event that
the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company agrees that
it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement;


 


(f) Within five business
days after the Representatives, on behalf of the underwriters in the IPO, exercise the over-allotment option (or any unexercised
portion thereof) or such over-allotment option expires, provide the Trustee with a notice in writing (with a copy to the Representatives)
of the total amount of the Deferred Discount;


 


(g) If the Company
seeks to amend any provisions of its Memorandum and Articles of Association relating to shareholders' rights or pre-Business Combination
activity (including the substance and time within which the Company has to complete a Business Combination) (in each case, an “Amendment”),
the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of
Exhibit E providing instructions for the distribution of funds to Public Stockholders who exercise their redemption option in connection
with such Amendment.


  


	 	4.	Limitations of Liability. The Trustee shall have no responsibility or liability to:


 


(a) Take any action
with respect to the Property, other than as directed in paragraphs 1 and 2 hereof and the Trustee shall have no liability to any
party except for liability arising out of its own gross negligence or willful misconduct;


 


(b) Institute any proceeding
for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with
respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein
to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c) Change the investment
of any Property, other than in compliance with paragraph 1(c);


 


(d) Refund any depreciation
in principal of any Property;


 


(e) Assume that the
authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise
in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The other parties
hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith
and in the exercise of its own best judgment, except for its gross negligence, fraud or willful misconduct. The Trustee may rely
conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution and
the validity and effectiveness of its provisions, but also as and with reasonable care to the truth and acceptability of any information
therein contained) which is believed by the Trustee, in good faith, to be genuine and to be signed or presented by the proper person
or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this
Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party
or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g) Verify the correctness
of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company or
any other action taken by it is as contemplated by the Registration Statement; and


 


(h) File local, state
and/or Federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements
with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the
Property.


 


(i) Prepare, execute
and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating
to, the Trust Account, regardless of whether such tax is payable by the trust Account or the Company, including, but not limited
to, income tax obligations, except pursuant to section 1(j) hereof;


 






    - 4 -


     


    

 


(j) Pay any taxes on
behalf of the Trust Account (it being expressly understood that the Property, other than accrued interest to the extent otherwise
provided by this Agreement, shall not be used to pay any such taxes and that such taxes, if any, shall be paid by the Company from
funds not held in the Trust Account or released to it under Section 2(a) hereof).


 


(k) Imply obligations,
perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this agreement and that
which is expressly set forth herein.


 


(l) Verify calculations,
qualify or otherwise approve Company requests for distributions pursuant to Section 1(i), 1(j), 2(a) or 2(b) hereof.


 


5.         Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (a “Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 3(b) or Section 3(c) hereof, the Trustee shall pursue such Claim solely against the Company and
its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 


	6.	Termination. This Agreement shall terminate as follows:


 


(a) If the Trustee
gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts
to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time that the
Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to the
terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but
not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall
terminate; provided, however, that, in the event that the Company does not locate a successor trustee within ninety days of receipt
of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court
in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit,
the Trustee shall be immune from any liability whatsoever; or


 


(b) At such time that
the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of paragraph 1(i) hereof, and
distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with
respect to Paragraph 3(b).


 


	7.	Miscellaneous.


 


(a) The Company and
the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred
from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security
procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons
may have obtained access to such information, or of any change in its authorized personnel. In executing funds transfers, the Trustee
will rely upon all information supplied to it by the Company, including account names, account numbers and all other identifying
information relating to a beneficiary, beneficiary's bank or intermediary bank. Except for any liability arising out of the Trustee's
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from
any error in the information or transmission of the wire.


 


(b) This Agreement
shall be governed by and construed and enforced in accordance with the laws of the State of New York, applicable to contracts wholly
performed within the borders of such states and without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. It may be executed in several original or facsimile counterparts, each one of
which shall constitute an original, and together shall constitute but one instrument.


 






    - 5 -


     


    

 


(c) This Agreement
contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections
1(i), 1 (j), 2(a) and 2(c) (which may not be modified, amended or deleted without the affirmative vote of at least 65% of the then
outstanding Ordinary Shares attending and voting on such amendment at the relevant meeting; provided that no such amendment will
affect any Public Shareholder who has otherwise indicated his election to redeem his, her or its Ordinary Shares in connection
with a shareholder vote sought to amend this Agreement to extend to the time he, she or its would be entitled to a return of his
pro rata amount in the Trust Account), this Agreement or any provision hereof may only be changed, amended or modified (other than
to correct a typographical error) by a writing signed by each of the parties hereto; provided, however, that no such change, amendment
or modification may be made without the prior written consent of the Representatives. As to any claim, cross-claim or counterclaim
in any way relating to this Agreement, each party waives the right to trial by jury. The Trustee may require from Company counsel
an opinion as to the propriety of any proposed amendment.


 


(d) The parties hereto
consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of Manhattan, for
purposes of resolving any disputes hereunder. AS TO ANY CLAIMS, CROSS CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT,
EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


  


(e) Any notice, consent
or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent
by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by electronic
mail or facsimile transmission:


 


if to the Trustee, to:


Continental Stock Transfer


&Trust Company


One State Street, 30th
Floor


New York, New York 10004


Attn: Francis E. Wolf,
Jr. and Celeste Gonzalez


Email:
fwolf@continentalstock.com; cgonzalez@continentalstock.com


 


if to the Company, to:


Eucrates Biomedical Acquisition
Corp.


250 West 55th
Street


New York, New York 10019


Parag Saxena, Chief Executive
Officer


Email: parag@vedacap.com


 


in either case with a
copy to:


Stifel, Nicolaus &
Company, Incorporated


1 South Street, 15th
Floor


Baltimore, MD 21202


Attn: [•]


 


W.C. Wainwright &
Co.


430 Park Avenue


New York, New York 10022


Attn: [•]


 


Proskauer Rose LLP


Eleven Times Square


New York, New York 10036


Attn: Daniel L. Forman


Email: dforman@proskauer.com


 


Kirkland & Ellis
LLP


601 Lexington Avenue


New York New York 10022


Attn: Christian O. Nagler


Email: cnagler@kirkland.com


 


 


(g) Each of the Trustee
and the Company hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement
and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make
any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust
Account under any circumstance. Account.


 






    - 6 -


     


    

 


(g) This Agreement
is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation
and agreement of such parties and shall not be construed for or against any party hereto.


 


(h) This Agreement
may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic
transmission shall constitute valid and sufficient delivery thereof.


 


(i) Each of the Company
and the Trustee hereby acknowledges that the Representatives, on behalf of the Underwriters, are each a third party beneficiary
of this Agreement.


 


(j) Except as specified
herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 






    - 7 -


     


    

 


IN WITNESS WHEREOF, the parties have duly
executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 
	 	By:	 
	 	 	Name:   Francis Wolf
	 	 	Title:   Vice President
	 	 	 
	 	EUCRATES BIOMEDICAL ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name: Parag Saxena
	 	 	Title: Chief Executive Officer 



 


[Signature Page to Investment Management
Trust Agreement]


 






    - 8 -


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	3,500	 
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	10,000	 
	Transaction processing fee for disbursements to Company under Section 2	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 2	 	$	250	 
	Paying Agent services as required pursuant to section 1(i)	 	Billed to Company upon delivery of service pursuant to section 1(i)	 	 	Prevailing rates	 


 







    - 9 -


     


    

 


EXHIBIT A


 


[Letterhead of Company]


[Insert date]


 


Continental Stock Transfer


& Trust Company


One State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to paragraph
1(i) of the Investment Management Trust Agreement between Eucrates Biomedical Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ ], 2020 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement (a “Business Agreement”)
with __________________ (a “Target Business”) to consummate a business combination with Target Business
(a “Business Combination”) on or about [insert date]. The Company shall notify you at least 72
hours in advance of the actual date (or such shorter time as you may agree) of the consummation of the Business Combination (the
 “Consummation Date”). Capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Trust Agreement.


 


In accordance with
the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments and to transfer the proceeds
to the above-referenced account at JPMorgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of funds held in
the Trust Account will be immediately available for transfer to the account or accounts that the Representatives (with respect
to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds
are on deposit in the trust account awaiting distribution, neither Representatives nor the Company will earn any interest or dividends.


 


On the Consummation
Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated,
or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the company (the “Notification”)
and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies the vote of the Company’s
shareholders in connection with the Business Combination if a vote is held and (b) joint written instructions from it and the Representatives
with respect to the transfer of the funds held in the Trust Account (the “Instruction Letter”), including
payment of the Deferred Discount from the Trust Account. You are hereby directed and authorized to transfer the funds held in the
Trust Account immediately upon your receipt of the counsel's letter and the Instruction Letter, (x) to the Representatives in an
amount equal to the Deferred Discount as directed by the Representatives and (y) the remainder in accordance with the terms of
the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation
Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should
remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds
in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated.


 


In the event that the
Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on
or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from
the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately
following the Consummation Date as set forth in the notice.


 


	 	Very truly yours,
	 	EUCRATES BIOMEDICAL ACQUISITION CORP.
	 	 	 
	 	By:	            


 







    - 10 -


     


    




 


EXHIBIT B


 


[Letterhead of Company]


[Insert date]


 


Continental Stock Transfer


&Trust Company


One State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to paragraph
1(i) of the Investment Management Trust Agreement between Eucrates Biomedical Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ ], 2020 (the “Trust
Agreement”), this is to advise you that the Company has been unable to effect a Business Combination with a Target
Company within the time frame specified in the Company’s Amended and Restated Memorandum and Articles of Association, as
described in the Company’s prospectus relating to its IPO. Capitalized terms used herein and not otherwise defined shall
have the meanings set forth in the Trust Agreement.


 


In accordance with
the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments and to transfer the total
proceeds to the Trust Checking Account at JPMorgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company
has selected ____________, 20__ as the date for determining when the Public Shareholders will be entitled to receive their share
of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while
on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent,
to distribute said funds directly to the Public Shareholders in accordance with the terms of the Trust Agreement and the Amended
and Restated Memorandum and Articles of Association of the Company. Upon the distribution of all the funds in the Trust Account,
your obligations under the Trust Agreement shall be terminated.


 


	 	Very truly yours,
	 	EUCRATES BIOMEDICAL ACQUISITION CORP.
	 	 	 
	 	By:	             


 


cc: Stifel Nicolaus & Company, Incorporated;
W.C. Wainwright & Co.


 







    - 11 -


     


    

 


EXHIBIT C


 


[Letterhead of Company]


[Insert date]


 


Continental Stock Transfer


&Trust Company


One State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account – Tax Withdrawal


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to paragraph
2(a) of the Investment Management Trust Agreement between Eucrates Biomedical Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ ], 2020 (the “Trust
Agreement”), the Company hereby requests that you deliver to the Company $_______ of the interest income earned on
the Property as of the date hereof. The Company needs such funds to pay for its tax obligations. In accordance with the terms of
the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt
of this letter to the Company’s operating account at:


 


	[WIRE INSTRUCTION INFORMATION]
	 	 	 
	 	EUCRATES BIOMEDICAL ACQUISITION CORP.
	 	 	 
	 	By:	          
	 	 	 
	cc:  Stifel Nicolaus & Company, Incorporated; W.C. Wainwright & Co.


 







    - 12 -


     


    

 


EXHIBIT D


 


[Letterhead of Company]


[Insert date]


 


Continental Stock Transfer


&Trust Company


One State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account – Dissolution Expense
Withdrawal


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section
2(b) of the Investment Management Trust Agreement between Eucrates Biomedical Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ ], 2020 (the “Trust
Agreement”), the Company hereby requests that you deliver to the Company $[ ] of the interest income earned on the
Property as of the date hereof, which does not exceed, in the aggregate with all such prior disbursements pursuant to Section 2(b),
if any, the maximum amount set forth in Section 2(b). The Company needs such funds to pay its expenses relating to its liquidation.
In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such
funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	Very truly yours,	 
	EUCRATES BIOMEDICAL ACQUISITION CORP.	 
	 	 
	By:	                 	 


 


cc: Stifel Nicolaus & Company, Incorporated;
W.C. Wainwright & Co.


 







    - 13 -


     


    

 


EXHIBIT E


 


[Letterhead of Company]


[Insert date]


 


Continental Stock Transfer


&Trust Company


One State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account – Amendment Notification
Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Reference is made to
the Investment Management Trust Agreement between Eucrates Biomedical Acquisition Corp. (the “Company”)
and Continental Stock Transfer& Trust Company, dated as of [ ], 2020 (the “Trust Agreement”). Capitalized
words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


Pursuant to Sections
1(j) and 3(g) of the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance
with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account on [ ] and to transfer $_____ of
the proceeds of the Trust to the Trust Checking Account at JPMorgan Chase Bank, N.A. for distribution to the shareholders that
have requested redemption of their shares in connection with such Amendment. The remaining funds shall be reinvested by you as
previously instructed.


 


	[WIRE INSTRUCTION INFORMATION]	 	 
	 	 	 
	 	Very truly yours,
	 	EUCRATES BIOMEDICAL ACQUISITION CORP.
	 	 
	 	By:	          


 


cc: Stifel Nicolaus & Company, Incorporated;
W.C. Wainwright & Co.


t


 






    - 14 -