Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
This section describes
the material provisions of the Merger Agreement (as defined below) but does not purport to describe all of the terms thereof. The following
summary is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached hereto as
Exhibit 2.1 to this Form 8-K. Edoc’s shareholders and other interested parties are
urged to read such agreement in its entirety. Unless otherwise defined herein, the capitalized terms used below are defined in the Merger
Agreement.
General Description of the Merger Agreement
On February 2, 2022, Edoc
Acquisition Corp., a Cayman Islands exempted corporation (together with its successors, “Edoc”), entered into an Agreement
and Plan of Merger (the “Merger Agreement”) with Edoc Merger Sub Inc., a Nevada corporation and newly formed wholly-owned
subsidiary of Edoc (“Merger Sub”), American Physicians LLC, a Delaware limited liability company (“Sponsor”),
solely in the capacity as the representative from and after the effective time of the Merger (as defined below) (the “Effective
Time”) for the shareholders of Edoc (other than the Calidi Security Holders (as defined below) (the “Purchaser Representative”),
Calidi Biotherapeutics, Inc., a Nevada corporation (“Calidi”), and Allan Camaisa solely in his capacity as the representative
from and after the Effective Time for Calidi’s Security Holders (the “Seller Representative”).
Pursuant to the Merger Agreement,
subject to the terms and conditions set forth therein, (i) upon the consummation of the transactions contemplated by the Merger Agreement
(the “Closing”), Merger Sub will merge with and into Calidi (the “Merger” and, together with the
other transactions contemplated by the Merger Agreement, the “Transactions”), with Calidi continuing as the surviving
corporation in the Merger and a wholly-owned subsidiary of Edoc. In the Merger, (i) all shares of Calidi common stock (together, “Calidi
Stock”) issued and outstanding immediately prior to the Effective Time (other than those properly exercising any applicable
dissenters rights under Nevada law) will be converted into the right to receive the Merger Consideration (as defined below); and (ii)
each outstanding option to acquire shares of Calidi common stock (whether vested or unvested) will be assumed by Edoc and automatically
converted into an option to acquire shares of Edoc common stock, with its price and number of shares equitably adjusted based on the conversion
ratio of the shares of Calidi common stock into the Merger Consideration.
The Merger Agreement also provides
that, prior to the Effective Time, Edoc shall continue out of the Cayman Islands and into the State of Delaware so as to re-domicile as
and become a Delaware corporation (the “Conversion”). At the Closing, Edoc will change its name to “Calidi Biotherapeutics,
Inc.”.
Merger Consideration
The aggregate merger consideration
to be paid pursuant to the Merger Agreement to holders of Calidi Stock as of immediately prior to the Effective Time (the “Calidi
Stockholders” and, together with the holders of Calidi options immediately prior to the Effective Time, the “Calidi
Security Holders”) will be an amount equal to $400,000,000, subject to adjustments for Calidi’s closing debt, net of cash
(the “Merger Consideration”). The Merger Consideration to be paid to the Calidi Stockholders will be paid solely by
the delivery of new shares of Edoc common stock, with each share valued at $10.00 per share. The Merger Consideration will be subject
to a post-Closing true up 45 days after the Closing.
The Merger Consideration will
be allocated among the holders of Calidi’s common stock, pro rata amongst them based on the number of shares of Calidi common stock
owned by such stockholder.
The parties agreed that at
or prior to the Closing, the Purchaser Representative, the Seller Representative and Continental Stock Transfer & Trust Company (or
such other escrow agent mutually acceptable to Edoc and Calidi), as escrow agent, shall enter into a mutually agreeable escrow agreement,
pursuant to which the escrow agent shall be required to holdback approximately 150,000 shares of Purchaser Common Stock that would otherwise
be issued as Merger Consideration to the Calidi Stockholders, and such shares shall be used to satisfy, in part, any net debt adjustment
at the end of the true up period.
Representations and Warranties
The Merger Agreement contains
a number of representations and warranties by each of Edoc, Merger Sub and Calidi as of the date of the Merger Agreement and as of the
date of the Closing. Many of the representations and warranties are qualified by materiality or Material Adverse Effect. “Material
Adverse Effect” as used in the Merger Agreement means with respect to any specified person or entity, any fact, event, occurrence,
change or effect that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on
the business, assets, liabilities, results of operations, prospects or condition (financial or otherwise) of such person or entity and
its subsidiaries, taken as a whole, or the ability of such person or entity or any of its subsidiaries on a timely basis to consummate
the transactions contemplated by the Merger Agreement or the ancillary documents to which it is a party or bound or to perform its obligations
thereunder, in each case subject to certain customary exceptions. Certain of the representations are subject to specified exceptions and
qualifications contained in the Merger Agreement or in information provided pursuant to certain disclosure schedules to the Merger Agreement.
The representations and warranties made by Edoc and Calidi are customary for transactions similar to the Transactions.
No Survival
The representations and warranties
of the parties contained in the Merger Agreement terminate as of, and do not survive, the Closing, and there are no indemnification rights
for another party’s breach. The covenants and agreements of the parties contained in the Merger Agreement do not survive the Closing,
except those covenants and agreements to be performed after the Closing, which covenants and agreements will survive until fully performed.
Covenants of the Parties
Each party agreed in the Merger
Agreement to use its commercially reasonable efforts to effect the Closing. The Merger Agreement also contains certain customary covenants
by each of the parties during the period between the signing of the Merger Agreement and the earlier of the Closing or the termination
of the Merger Agreement in accordance with its terms (the “Interim Period”), including (1) the provision of access
to their properties, books and personnel; (2) the operation of their respective businesses in the ordinary course of business; (3) provision
of financial statements by Calidi; (4) Edoc’s public filings; (5) no insider trading; (6) notifications of certain breaches, consent
requirements or other matters; (7) efforts to consummate the Closing and obtain third party and regulatory approvals; (8) tax matters;
(9) further assurances; (10) public announcements and (11) confidentiality. Each party also agreed during the Interim Period not to solicit
or enter into any inquiry, proposal or offer, or any indication of interest in making an offer or proposal for an alternative competing
transactions, to notify the others as promptly as practicable in writing of the receipt of any inquiries, proposals or offers, requests
for information or requests relating to an alternative competing transaction or any requests for non-public information relating to such
transaction, and to keep the others informed of the status of any such inquiries, proposals, offers or requests for information. There
are also certain customary post-Closing covenants regarding (1) tax matters; (2) maintenance of books and records; (3) indemnification
of directors and officers; and (4) use of trust account proceeds.
The Merger Agreement and the
consummation of the transactions contemplated thereby requires the approval of both Edoc’s shareholders and Calidi’s stockholders.
Edoc agreed, as promptly as practicable after the date of the Merger Agreement, to prepare, with reasonable assistance from Calidi, and
file with the U.S. Securities and Exchange Commission (the “SEC”), a registration statement on Form S-4 (as amended,
the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended (the
“Securities Act”) of the issuance of the shares of Edoc common stock to be issued to the Calidi Stockholders as Merger
Consideration and the registration of the common stock of Edoc upon Conversion, and containing a proxy statement/prospectus for the purpose
of Edoc soliciting proxies from the shareholders of Edoc to approve the Merger Agreement, the transactions contemplated thereby and related
matters (the “Edoc Shareholder Approval”) at a special meeting of Edoc’s shareholders (the “Edoc Special
Meeting”) and providing such shareholders an opportunity to participate in the redemption by Edoc of its public shareholders
in connection with Edoc’s initial business combination, as required by Edoc’s amended and restated Memorandum and Articles
of Association and Edoc’s initial public offering prospectus (the “Redemption”). Calidi also agreed in the Merger
Agreement to call a meeting of its stockholders use its reasonable best efforts to solicit from Calidi Stockholders proxies in favor of
the Merger Agreement and the Transactions and certain related matters (the “Calidi Stockholder Approval”), and to take
all other actions necessary or advisable to secure such approvals, including enforcing the Voting Agreement (as described below).
The parties also agreed to
take all necessary action, so that effective at the Closing, the entire board of directors of Edoc (the “Post-Closing Board”)
will consist of seven individuals, four of whom shall be independent directors in accordance with Nasdaq requirements. One of the members
of the Post-Closing Board will be an individual (who shall be an independent director) designated by Edoc prior to the Closing and five
of the members of the Post-Closing Board (at least three of whom shall be independent directors) will be designated by Calidi prior to
the Closing and one of the members of the Post-Closing Board will be an individual (who shall be an independent director) mutually agreed
to by Edoc and Calidi. At or prior to Closing, Edoc will provide each of its director designees with a customary director indemnification
agreement, in form and substance reasonably acceptable to such director. The parties also agreed to take all action necessary including
causing Edoc’s executive officers of Purchaser to resign, so that the individuals serving as the chief executive officer and chief
financial officer, respectively, of Edoc immediately after the Closing will be the same individuals as that of Calidi immediately prior
to the Closing.
Simultaneously with the execution
and delivery of the Merger Agreement, Edoc entered into subscription agreements with investors to purchase preferred and common shares
of Edoc in connection with a private equity investment in Edoc for aggregate gross proceeds to Edoc of up to Twenty Five Million Dollars
($25,000,000) (the “PIPE Investment”), which PIPE Investment is expected to close contemporaneously with the Business
Combination. During the Interim Period, in addition to the PIPE Investment, Edoc may but is not required to, enter into agreements with
potential investors for alternative equity financing (an “Alternative Equity Investment”) for an aggregate amount of
proceeds of up to Seventy Five Million Dollars ($75,000,000) on terms mutually agreeable to Calidi and Edoc, and if so, Calidi agreed
to cooperate in connection with such PIPE Investment and use its commercially reasonable efforts to cause such Alternative Equity Investment
to occur.
Edoc agreed to use its best
efforts to, as promptly as practicable after the effective date of the Registration Statement to, obtain: the approval of Edoc shareholders
to amend the organizational documents of Edoc (the “Edoc Charter Amendment”) to provide that (i) the name of Edoc shall
be changed to “Calidi Biotherapeutics Holdings, Corp.” or such other name as mutually agreed upon and (ii) remove and change
certain provisions in the Memorandum and Articles related to Edoc’s status as a blank check company, and file the Edoc Charter Amendment
with the Secretary of State of the State of Delaware.
The parties agree that Purchaser
shall have until 5:00 p.m. on February 8, 2022, to conduct additional legal due diligence and review of the Company’s disclosure
schedules (the “Due Diligence Period”) on the Target Companies to determine whether its due diligence findings
or any disclosure on the Company Disclosure Schedules is reasonably likely to have a material negative impact on the business of the Surviving
Corporation and in such event Purchaser in its reasonable discretion may elect not to terminate.
Closing Conditions
The obligations of the parties
to complete the Closing are subject to various conditions, including the following mutual conditions of the parties unless waived:
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receipt
of the Edoc Shareholder Approval;
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receipt of the Calidi Stockholder Approval;
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expiration of any applicable waiting period under any antitrust laws;
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receipt of requisite consents from governmental authorities to consummate the Transactions, and receipt of specified requisite consents from other third parties to consummate the Transactions;
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the absence of any law or order that would prohibit the consummation of the Merger or other transactions contemplated by the Merger Agreement;
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upon the Closing, after giving effect to the completion of the Redemption and the PIPE Investment, Edoc shall have net tangible assets of at least $5,000,001;
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upon the Closing, Edoc shall have cash and cash equivalents, including funds remaining in Edoc’s trust account and the proceeds of any PIPE Investment, after giving effect any Redemptions but prior to the payment of Edoc’s unpaid expenses or liabilities, of at least equal to $10,000,000;
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the absence of any pending claim, demand, action, litigation complaint, or other proceeding by or before a governmental authority seeking to enjoin the consummation of the Merger and the other Transactions;
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the Conversion having been consummated;
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the members of the Post-Closing Board shall have been elected or appointed as of the Closing;
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the effectiveness of the Registration Statement; and
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The shares of Edoc common stock to be issued as Merger Consideration shall have been approved for listing on the Nasdaq, including satisfaction of Nasdaq’s 300 round lot stockholder requirement or alternatively if mutually agreed by the Purchaser and the Company such shares shall have been approved for listing on the NYSE.
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Unless waived by Edoc, the
obligations of Edoc and Merger Sub to consummate the Merger are subject to the satisfaction of the following additional conditions, in
addition to customary certificates and other closing deliverables:
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the representations and warranties of Calidi being true and correct as of the date of the Merger Agreement and as of the Closing (subject to Material Adverse Effect);
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Calidi having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Merger Agreement required to be performed or complied with on or prior to the date of the Closing;
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absence of any Material Adverse Effect with respect to Calidi and its subsidiaries, taken as a whole, since the date of the Merger Agreement which is continuing and uncured;
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Edoc having received a copy of the Calidi’s charter certified by the Secretary of State of the State of Nevada no more than ten business days prior to the Closing date;
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Edoc having received a duly executed opinion from Calidi’s local counsel in Germany addressed to Edoc and dated as of the Closing date;
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Edoc having received a Lock-Up Agreement for each Significant Stockholder, duly executed by such Significant Stockholder, and each Lock-Up shall be in full force and effect as of the Closing; and
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Edoc shall have received evidence reasonably acceptable to Edoc that Calidi shall have converted, terminated, extinguished and cancelled in full any outstanding convertible securities or commitments therefor, other than the Calidi options.
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Unless waived by Calidi, the
obligations of Calidi to consummate the Merger are subject to the satisfaction of the following additional conditions:
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the representations and warranties of Edoc being true and correct as of the date of the Merger Agreement and as of the Closing (subject to Material Adverse Effect);
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Edoc having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Merger Agreement required to be performed or complied with on or prior to the date of the Closing;
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absence of any Material Adverse Effect with respect to Edoc and its subsidiaries, taken as a whole, since the date of the Merger Agreement which is continuing and uncured;
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Calidi having received a Lock-Up Agreement for each Significant Stockholder, duly executed by the Purchaser and the Purchaser Representative, and each Lock-Up shall be in full force and effect as of the Closing.
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Termination
The Merger Agreement may be
terminated under certain customary and limited circumstances at any time prior to the Closing, including:
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By mutual written consent of Edoc and Calidi;
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by either Edoc or Calidi if any of the conditions to Closing have not been satisfied or waived by August 2, 2022 (the “Outside Date”), provided that Edoc shall have the right to extend the Outside Date if it obtains an extension of the deadline by which it must complete its business combination (an “Extension”) for an additional period the shortest of (i) three months, (ii) the period ending on the last day for Edoc to consummate a business combination after such Extension and (iii) such period as determined by Edoc;
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by either Edoc or Calidi if a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the Merger Agreement, and such order or other action has become final and non-appealable;
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by either Edoc or Calidi of the other party’s uncured breach (subject to certain materiality qualifiers);
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by Edoc if there has been an event after the signing of the Merger Agreement that has had a Material Adverse Effect on Calidi and its subsidiaries taken as a whole that is continuing and uncured;
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by either Edoc or Calidi if the Edoc Special Meeting is held and the Edoc Shareholder Approval is not received;
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by either Edoc or Calidi if a special meeting of Calidi stockholders is held and the Calidi Stockholder Approval is not received; and
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by either Edoc or Calidi if Edoc is required to liquidate for failure to complete a Business Combination before the time specified in its Memorandum and Articles of Association; and
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by written notice by the Edoc to the Company, at any time prior to the expiration of the Due Diligence Period.
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If the Merger Agreement is
terminated, all further obligations of the parties under the Merger Agreement will terminate and will be of no further force and effect
(except that certain obligations related to public announcements, confidentiality, fees and expenses, termination, waiver of claims against
the trust, and certain general provisions will continue in effect), and no party will have any further liability to any other party thereto
except for liability for any fraud claims or willful and intentional breach of the Merger Agreement prior to such termination.
Trust Account Waiver
Calidi
and the Seller Representative agreed that they and their affiliates will not have any right, title, interest or claim of any kind in or
to any monies in Edoc’s trust account held for its public shareholders, and agreed not to, and waived any right to, make any claim
against the trust account (including any distributions therefrom).
Purchaser Representative and Seller Representative
American Physicians LLC, the
Sponsor, is serving as the Purchaser Representative under the Merger Agreement, and in such capacity will represent the interests of Edoc’s
shareholders after the Closing (other than the Calidi Security Holders) with respect to certain matters under the Merger Agreement, including
with respect to the determination of any post-Closing adjustments to the Merger Consideration. Allan Camaisa is serving as the Seller
Representative under the Merger Agreement, and in such capacity will represent the interests of the Calidi Security Holders with respect
to certain matters under the Merger Agreement, including with respect to the determination of any post-Closing adjustments to the Merger
Consideration.
Governing Law and Arbitration
The Merger Agreement is governed
by Delaware law and, subject to the required arbitration provisions, the parties are subject to exclusive jurisdiction of federal and
state courts located in New York County, State of New York (and any appellate courts thereof). Any disputes under the Merger Agreement,
other than claims for injunctive or temporary equitable relief or enforcement of an arbitration award, will be subject to arbitration
by the American Arbitration Association, to be held in New York County, State of New York.
The foregoing description
of the Merger Agreement and the Transactions does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
The Merger Agreement contains
representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific
dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective
parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement.
The Merger Agreement has been filed to provide investors with information regarding its terms. It is not intended to provide any other
factual information about Edoc, Calidi or any other party to the Merger Agreement. In particular, the representations, warranties, covenants
and agreements contained in the Merger Agreement, which were made only for purposes of such agreement and as of specific dates, were solely
for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties (including
being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement
instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that
differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the representations,
warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any
party to the Merger Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Merger Agreement
may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties
and other terms may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Edoc’s
public disclosures.
Related Agreements
Voting Agreement
Simultaneously with the execution
of the Merger Agreement, (i) certain senior executive officers of Calidi who own shares of Calidi and (ii) stockholders of Calidi who
own more than 5% of the issued and outstanding shares of Calidi Stock immediately prior to the Effective Time (each, a “Significant
Stockholder”) entered into a voting agreement (the “Voting Agreement”) with Edoc and Calidi. Under the Voting
Agreement, the Significant Stockholders agreed to vote all of their shares of Calidi Stock in favor of the Merger Agreement and related
transactions and to otherwise take certain other actions in support of the Merger Agreement and related transactions and the other matters
submitted to Calidi Stockholders for their approval, and provide a proxy to Edoc to vote such Calidi Stock accordingly. The Voting Agreement
prevents transfers of the Calidi Stock held by such stockholder between the date of the Voting Agreement and the date of Closing, except
for certain permitted transfers where the recipient also agrees to comply with the Voting Agreement.
Lock-Up Agreement
Simultaneously
with the execution of the Merger Agreement, each Significant Stockholder entered into a Lock-Up Agreement with Edoc and the Purchaser
Representative (each, a “Lock-Up Agreement”).
Pursuant
to the Lock-Up Agreement, with respect to the shares received as Merger Consideration, each Significant Stockholder shall agree not to,
during the period commencing from the Closing and (A) with respect to 50% of the Merger Consideration shares, ending on the earliest
of (a) the six-month anniversary of the Closing, (b) the date on which the Closing price of Edoc’s common stock equals or exceeds
$12.50 per share for any 20 trading days within any 30 trading day period and (c) the date that Edoc consummates a liquidation, merger,
share exchange or other similar transaction with an unaffiliated third party that results in all of Edoc shareholders having the right
to exchange their equity holdings in Edoc for cash, securities or other property (a “Subsequent Transaction”) and
(B) with respect to the remaining 50% of the Merger Consideration shares, ending on the earliest of (a) the six-month anniversary of
the Closing and (b) a Subsequent Transaction: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or
otherwise transfer or dispose of, directly or indirectly, any restricted securities, (ii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of ownership of the restricted securities, or (iii) publicly
disclose the intention to do any of the foregoing.
The following is a summary
of the material terms and conditions of the agreements Edoc entered into with an institutional investor (the “PIPE Investor”)
for an investment of $20 million in Edoc’s Series A Convertible Preferred Stock and $5 million in Edoc’s common stock (after
giving effect to the Conversion) conditioned upon, among other things, the consummation of the Business Combination. The following summary
is qualified in its entirety by reference to the complete text of each of the agreements. The full text of these agreements, or forms
thereof, are filed as exhibits to this Form 8-K, and the following descriptions are qualified in their entirety by the full text of such
exhibits.
Securities Purchase Agreement
On February 2, 2022, Edoc
entered into a Securities Purchase Agreement (the “SPA”) with the PIPE Investor for the purchase and sale of 20,000 shares
of Edoc’s Series A Convertible Preferred Stock (the “Preferred Shares”) for $1,000 per share for an aggregate
purchase price of $20 million and 500,000 shares of Edoc’s Common Stock (the “Common Stock”) for an aggregate
purchase price of $5 million upon the Conversion and concurrently with the closing of the Business Combination. The closing of the PIPE
Investment is conditioned upon, among other things, the listing of the Common Stock, Conversion Shares and Warrant Shares (as such terms
are defined in the SPA) on the Nasdaq Stock Market. All conditions precedent to the closing of the Merger set forth in the Merger Agreement,
including, without limitation, the approval Edoc’s shareholders and Calidi stockholders, shall have been satisfied or waived, as
well as other customary closing conditions and deliverables. At the closing of the PIPE Investment, the PIPE Investor will also be issued
a common stock purchase warrant to purchase up to an additional 2,500,000 shares of Edoc’s common stock at an initial exercise price
equal $11.50 per share, for a term of three years from the closing date of the PIPE Investment.
Under the terms of the SPA
and the agreed upon form of Certificate of Designations (the “COD”) setting forth the rights, preferences, privileges
and restrictions for the Preferred Shares, the Preferred Shares will be entitled to convert into shares of Edoc’s common stock at
an initial fixed conversion price of $10.00 per share, subject to a beneficial ownership limitation of 4.99% which can adjusted to a beneficial
ownership limitation of 9.99% upon 61 days prior written notice. For purposes of calculating the beneficial ownership limitation,
the PIPE Investor’s beneficial ownership of Edoc’s common stock will be calculated under the rules promulgated under Section 13(d)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). If there were no beneficial ownership limitation
in the COD, the Preferred Shares would be entitled to convert into 2,000,000 shares of Common Stock immediately after the closing of the
PIPE Investment, or approximately 3.8% of Edoc’s anticipated issued and outstanding shares of common stock assuming no redemptions..
Under the terms of the COD,
after a thirty (30) day period from the closing, in the event that the volume weighted average price (“VWAP”) for the five
days prior to conversion of the Preferred Shares is less than the fixed conversion price of $10.00 per share, or other triggering events,
the Preferred Shares are entitled to convert at a price equal to 90% of the price computed as the quotient of (I) the sum of the VWAP
of the Common Stock for each of the two (2) Trading Days with the lowest VWAP of the Common Stock during the ten (10) consecutive Trading
Day period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice,
divided by (II) two (2), but not less than 20% of the fixed conversion price, or if forty five days after the closing the Common Stock
the average daily dollar volume for a ten day period is less than $4,000,000, then the Preferred Shares are entitled to convert at the
lower of the fixed conversion price or 80% of the price computed as the quotient of (I) the sum of the VWAP of the Common Stock for each
of the two (2) Trading Days with the lowest VWAP of the Common Stock during the ten (10) consecutive Trading Day period ending and including
the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, divided by (II) two (2)but
not less than 20% of the fixed conversion price. In addition, the common stock purchase warrants provide for an adjustment to the exercise
price of the warrant in the event of a “new issuance” of Common Stock, or common stock equivalents, at a price less than the
applicable exercise price of the common stock purchase warrant. The adjustment is a “full ratchet” adjustment in exercise
price of the common stock purchase warrant equal to the lower of the new issuance price or the then existing exercise price of the common
stock purchase warrants, with few exceptions.
If certain defined “triggering
events” defined in the COD occur, such as a breach of the Registration Rights Agreement, suspension of trading, or Edoc’s
failure to convert the Preferred Shares into common stock when a conversion right is exercised, failure to issue Edoc’s common stock
when the common stock purchase warrant is exercised, or other events relating to defaults relating to Edoc’s credit agreements or
judgments issued by the courts exceeding specified thresholds,, then the Preferred Shares are entitled to convert at the lower of the
fixed conversion price equal or 80% of the price computed as the quotient of (I) the sum of the VWAP of the Common Stock for each of the
two (2) Trading Days with the lowest VWAP of the Common Stock during the ten (10) consecutive Trading Day period ending and including
the Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion Notice, divided by (II) two (2), but
not less than 20% of the fixed conversion price. In the event that Edoc files for bankruptcy or other experiences other events of insolvency,
the Preferred Shares must be redeemed for cash.
The COD also provides that
Edoc may redeem the Preferred Shares for an amount equal to 150% of its Stated Value upon 20 days prior written notice during which time
the holder of Preferred Shares would be entitled to convert the Preferred Shares into Common Stock in accordance with its conversion rights.
The Preferred Shares have
a liquidation preference equal to an amount per Preferred Share equal to the sum of (i) the Black Scholes Value (as defined in the Warrants)
with respect to the outstanding portion of all Warrants held by such Holder (as defined in the COD) (without regard to any limitations
on the exercise thereof) as of the date of such event and (ii) the greater of (A) 125% of the Conversion Amount (as defined in the COD)
of such Preferred Share on the date of such payment and (B) the amount per share such Holder would receive if such Holder converted such
Preferred Share into Common Stock immediately prior to the date of such payment, and will be entitled to convert into shares of Edoc’s
common stock at an initial fixed conversion price of $10.00 per share, subject to a beneficial ownership limitation of 4.99% which can
be adjusted to a beneficial ownership limitation of 9.99% upon 61 days prior written notice.
In connection with the purchase
and sale of 500,000 shares of Common Stock at $10.00 per share, we have agreed that on the 90th day after the Closing and on
the twentieth (20th) trading day after the registration statement filed under the Registration Rights Agreement is declared
effective to issue the PIPE Investor additional shares of Common Stock in the event that the quotient of (x) the sum of the VWAP of the
Common Stock on each Trading Day during the twenty (20) Trading Day period ending on, and including, such measuring dates, divided by
(y) twenty (20) is less than $10.00 per share (the “Make-up Price Failure Measuring Price”). In that event, Edoc would be
obligated to issue a number of additional shares of Common Stock derived by the greater of zero or (x) 120% of the quotient of (I) $5,000,000,
divided by (II) the Make-up Price Failure Measuring Price and (y) the sum of the aggregate number of shares of Common Stock issued on
the Closing Date and the Initial Make-up Share Amount consisting of the greater of (A) zero (0) and (B) the difference of (x) 120% of
the quotient of (I) $5,000,000, divided by (II) the applicable Make-Up Price Failure Measuring Price for such dates and (y) the aggregate
number of Common Shares (as defined in the Securities Purchase Agreement) issued at the Closing Date.
The SPA terminates if the
Closing does not occur on or before August 2, 2022, the outside Closing Date under the Merger Agreement, or after five (5) days have transpired
following the date that all conditions to the Closing have been satisfied or waived, or immediately upon notice at the election of the
PIPE Investor.
Registration Rights
Agreement
Concurrently with the execution
of the SPA, the Company entered into a Registration Rights Agreement (the “RRA”) with the PIPE Investor in which Edoc have
agreed to register the shares of Edoc’s common stock purchased by the PIPE Investor and the shares of common stock issuable upon
conversion of the Preferred Shares and the exercise of the common stock purchase warrant with the SEC for resale. Under the RRA, Edoc
agreed to file a registration statement on Form S-1 with the SEC within 30 days of the Closing, and to have the registration statement
declared effective within 60 calendar days from the date the registration statement is filed. The RRA also contains usual and customary
liquidated damages provisions for failure to file and failure to have the registration statement declared effective by the SEC within
the time periods specified.
The foregoing descriptions
of the Voting Agreement, the Lock-up Agreement, the Securities Purchase Agreement, Warrant, Certificate of Designations of Series A Convertible
Preferred Stock, and Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to
the complete text of the form of Voting Agreement, the form of Lock-up Agreement, the form of Securities Purchase Agreement, the form
of Warrant, form of Certificate of Designations of Series A Convertible Preferred Stock and the form of Registration Rights Agreement,
copies of which are filed hereto as Exhibit 10.1, 10.2, 10.3, 10.4, 10.5, and 10.6, respectively to this Form 8-K.
Backstop Agreements
On February 2, 2022, Edoc
entered into certain backstop arrangements with Sea Otter Securities (“Sea Otter”), Stichting Juridisch Eigendom Mint
Tower Arbitrage Fund (“Mint Tower”), Feis Equities LLC (“Feis”), Yakira Capital Management, Inc.
(“Yakira Capital”), Yakira Enhanced Offshore Fund (“Yakia Fund”) and Yakira Partners LP, MAP 136
Segregated Portfolio (“Yakira LP”, and together with Yakira Capital and Yakira Fund, “Yakira”),
and Meteora Capital Partners, LP (“Meteora” and together with Sea Otter, Mint Tower, and Feis, Yakira, the “Backstop
Investors”), which provide that such investors will not redeem up to 2,220,000 shares that they hold, in the aggregate, in connection
with (i) Edoc’s shareholder meeting to approve an extension of the date by which Edoc has to consummate a business combination from
February 12, 2022 to August 12, 2022 (the “Extension”), and (ii) the proposed business combination transaction
(the “Business Combination”) involving Edoc and Calidi. Such Backstop Investors have agreed to each either hold such
shares for a period of time following the consummation of the Business Combination, at which time they will each have the right to sell
them to the combined entity, after giving effect to the Business Combination (the “New PubCo”), at $10.42
per share, or will sell such shares on the open market during such time period at a market price of at least $10.27 per share.
Forward Share Purchase
Agreements
On
February 2, 2022, Edoc entered into a Forward Share Purchase Agreement (the “Meteora Purchase Agreement”) with Meteora.
Pursuant to the terms of the Meteora Purchase Agreement, Meteor agreed to (i) not request redemption of up to 550,000 Class A ordinary
shares of Edoc (the “Meteora Shares”) in conjunction with Edoc’s shareholders’ approval of either the Extension
or the Business Combination, or (ii) tender the Meteora Shares to Edoc in response to any redemption or tender offer that Edoc may commence
for its Class A ordinary shares (the “Restrictions”), subject to adjustment as set forth in the Meteora Purchase Agreement.
In
exchange for agreeing to the Restrictions, the New Pubco has agreed that, upon the timely request of Meteora, it will acquire the Meteora
Shares at a price of $10.42 per share on the three-month anniversary of the closing of the Business Combination (the “Business
Combination Closing Date”). Meteora shall notify New PubCo and the Escrow Agent (as defined in the Meteora Purchase Agreement)
in writing (a “Sales Notice”) no later than three (3) business days prior to the three-month anniversary of the Business Combination
Closing Date whether or not they are exercising their right to sell the Meteora Shares to New Pubco pursuant to the Meteora Purchase Agreement
(each, a “Meteora Shares Sale Notice”). If the closing sale price of the Meteora Shares on the third (3rd) business
day prior to the three (3) month anniversary of the Business Combination is less than $10.42 per Share, Meteora’s right to sell
will be deemed automatically exercised as to all then-held Meteora Shares, without the need to deliver a Sales Notice.
Meteora
agreed to maintain a net long position of the EDOC and/or the Company’s securities during the term of this Agreement.
Simultaneously
with the closing of the Business Combination, Edoc will deposit into an escrow account with the Escrow Agent, subject to the terms of
an escrow agreement to be entered into prior to the Business Combination, up to $10.42 multiplied by the number of Meteora Shares held
by Meteora as of the closing of the Business Combination. New Pubco’s purchase of the Meteora Shares will be made with funds from
the escrow account attributed to the Meteora Shares. In the event that Meteora sells any Meteora Shares as provided for above, it shall
provide an Open Market Sale Notice (as defined in the Meteora Purchase Agreement) to New Pubco and Escrow Agent within three business
days of such sale, if, as a result of such sales, Meteora hold less than an aggregate of 550,000 Class A ordinary shares, and the Escrow
Agent shall release from the escrow account to New Pubco an amount equal to the pro rata portion of the escrow attributed to the Meteora
Shares which Meteora have sold; provided that if Meteora sells any Meteora Shares before the one (1) month anniversary of the Business
Combination Closing Date, the Escrow Agent shall release from the Escrow Account: (a) to Meteora, an amount equal to the number of
Meteora Shares sold multiplied by $0.05, and (b) to New Pubco, an amount equal to the number of Meteora Shares sold multiplied by $10.37.
Other than as described above in the event that Meteora chooses not to sell to New Pubco any Meteora Shares that they own as of the three-month
anniversary of the Business Combination Closing Date, the Escrow Agent shall release all remaining funds from the escrow account to Edoc
for Edoc’s use without restriction.
Edoc
agreed to indemnify Meteora and their respective officers, directors, employees, agents and shareholders (collectively referred to as
the “Meteora Indemnitees”) against, and hold them harmless of and from, any and all loss, liability, cost, damage and
expense, including without limitation, reasonable and documented out-of-pocket outside counsel fees, which the Meteora Indemnitees may
suffer or incur by reason of any action, claim or proceeding, in each case, brought by a third party creditor of Edoc, Edoc or any of
their respective subsidiaries asserting that Meteora are not entitled to receive escrowed funds or such portion thereof as they are entitled
to receive pursuant to the Meteora Purchase Agreement, in each case unless such action, claim or proceeding is the result of the fraud,
bad faith, willful misconduct or gross negligence of any Meteora Indemnitee.
The
Meteora Purchase Agreement may be terminated: (i) by mutual written consent of Edoc and Meteora; (ii) at the election of Meteora if Edoc’s
shareholders fail to approve the Business Combination before August 12, 2022, subject to extension by mutual agreement; (iii) prior to
the closing of the Business Combination by mutual agreement of Meteora if there occurs a Company Material Adverse Effect (as defined in
the Merger Agreement); (iv) by Meteora if prior to the day that is five (5) business days prior to the date of the Business Combination
Meeting, Edoc, Meteora and the Escrow Agent have not executed the Escrow Agreement (as defined in the Meteora Purchase Agreement); and
(v) by Meteora, if prior to February 7, 2022, Edoc does not reach substantially similar non-redemption or forward purchase agreements
with Additional Investors (as defined in the Meteora Purchase Agreement) committing an aggregate of 2,200,000 Class A ordinary shares
of Edoc to the same restrictions included in the Meteora Purchase Agreement.
Edoc
has also entered into share purchase agreements with identical terms to the Meteora Purchase Agreement (collectively, the “Forward
Purchase Agreements”) with Sea Otter (covering 550,000 shares), with Mint Tower (covering 550,000 shares), Feis (covering 275,000
shares) and Yakira (covering 275,000 shares). Notwithstanding the foregoing, at any time from July 12, 2022 until four (4) trading days
prior to the Business Combination Meeting, Edoc, in its sole discretion, may reduce the number of shares to be purchased by the Backstop
Investors pursuant to the Backstop Agreements. In such event, any reduction will be made and applied to the Backstop Investors on a pro
rata basis.
The
foregoing description is only a summary of the Forward Purchase Agreements and is qualified in its entirety by reference to the full text
of the form of Forward Purchase Agreement, which is filed as Exhibit 10.7 hereto and incorporated by reference herein. The form of Forward
Purchase Agreement is included as an exhibit to this Current Report on Form 8-K in order to provide investors and security holders with
material information regarding its terms and the transaction. It is not intended to provide any other factual information about Edoc or
the Backstop Investors. The representations, warranties and covenants contained in the Forward Purchase Agreements were made only for
purposes of that agreement; are solely for the benefit of the parties to the Forward Purchase Agreements; may have been made for the purposes
of allocating contractual risk between the parties to the Forward Purchase Agreements instead of establishing these matters as facts;
and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. Security holders
and investors should not rely on the representations, warranties or covenants or any description thereof as characterizations of the actual
state of facts or condition of Edoc or the Backstop Investor.
Founder Share Transfer Agreement
In
connection with the above-mentioned arrangements, the Sponsor entered into certain share transfer agreements (the “Founder
Share Transfer Agreements”) with the Backstop Investors.
Pursuant
to the Founder Share Transfer Agreement with Meteora on February 2, 2022 (the “Meteora Share Transfer Agreement”),
Meteora agreed not to sell, transfer or seek redemption of an aggregate of 550,000 public shares of Edoc and to vote such shares in favor
of the Extension and the Business Combination.
In
consideration of Meteora’s agreement to abide by such restrictions on its public shares, the Sponsor agreed to transfer to Meteora
an aggregate of up to 141,212 shares of Edoc Class B ordinary shares (the “Transferred Founder Shares”). Of such amount,
84,727 founder shares shall be transferred within five business days following the Extension Meeting (as defined in the Meteora Founder
Share Transfer Agreement). Additionally, if the Business Combination has not consummated by May 12, 2022, then for each monthly period
from May 12, 2022 until August 12, 2022 that the Business Combination has not closed (each such monthly period, a “Month”),
then Edoc shall cause to be paid to Meteora, at Edoc’s discretion, either (i) a cash amount of $0.05 per Meteora Share not redeemed
by Meteora, for an aggregate of up to $0.15 per Public Share, or (ii) or 0.034 Transferred Founder Shares per Meteora Share not redeemed
by Meteora in connection with the Extension Meeting, to be transferred by the Sponsor (or its designees), for an aggregate of up to 0.1027
Transferred Founder Shares per share. Such payment(s) will be made within five (5) business days following each of May 12, 2022, June
12, 2022, and July 12, 2022, to the extent that the Business Combination has not closed by such dates.
Edoc
has also entered into founder shares transfer agreements with identical terms to the Meteora Share Transfer Agreement with Sea Otter
(pursuant to which up to 141,212 founder shares will be transferred to Sea Otter), with Mint Tower (pursuant to which up to 141,212 founder
shares will be transferred to Mint Tower), Feis (pursuant to which up to 70,605 founder shares will be transferred to Feis) and Yakira
(pursuant to which up to 70,605 founder shares will be transferred to Yakira).
Any
founder shares transferred pursuant to the Founder Share Transfer Agreements will be subject to the same rights and obligations as the
remaining founder shares held by the Sponsor, including certain registration rights and the obligations to (a) vote any founder shares
held by them in favor of the Business Combination, and (b) subject any founder shares held by them to the same lock-up restrictions as
the founder shares held by the Sponsor.
The
foregoing description is only a summary of the Founder Share Transfer Agreements and is qualified in its entirety by reference to the
full text of the form of Founder Share Transfer Agreement, which is filed as Exhibit 10.8 hereto and incorporated by reference herein.
The form of Founder Share Transfer Agreement is included as an exhibit to this Current Report on Form 8-K in order to provide investors
and security holders with material information regarding its terms and the transaction. It is not intended to provide any other factual
information about the Sponsor or the Backstop Investors. The representations, warranties and covenants contained in the Founder Share
Transfer Agreements were made only for purposes of that agreement; are solely for the benefit of the parties to the Founder Share Transfer
Agreements; may have been made for the purposes of allocating contractual risk between the parties to the Founder Share Transfer Agreements
instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the parties that differ from
those applicable to investors. Security holders and investors should not rely on the representations, warranties or covenants or any description
thereof as characterizations of the actual state of facts or condition of the Sponsor or the Backstop Investors.