Private Placement - Form 8-K

Item 1.01. Entry into a Material Definitive Agreement.

The information set forth the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference in its entirety. In connection with the consummation of Business Combination, the parties to the Business Combination entered into the following agreements:

Lock-Up Waiver

Simultaneously with the closing of the Business Combination (the "Closing"), the Company, certain persons and entities holding EDOC's founder shares and private placement units (each, a "Lock-Up Party"), entered into a lock-up waivers so as to permit the following: (A) the distribution by the Sponsor of all of its Company securities (the "Sponsor Distribution"), including (i) an aggregate of 1,485,153 Insider Shares (as defined in the Letter Agreement, dated November 9, 2020, by and among EDOC, the Sponsor and the directors and officers of EDOC named therein, as amended by that certain First Amendment to Letter Agreement, dated December 5, 2022 (the "Letter Agreement")), and(ii) an aggregate of 414,000 Insider Units (as defined in the unit subscription agreements, dated November 9, 2020, by and between EDOC and the other parties thereto, including the Sponsor and I-Bankers Securities Inc. (the "Subscription Agreements")), including their underlying securities; (B) of the securities distributed in the Sponsor Distribution, an aggregate of 809,902 shares held by recipients who are not affiliates of Pubco shall be released of all post-Closing lock-up restrictions pursuant to the Letter Agreement or the Subscription Agreements; and (C) an aggregate of 65,000 Insider Units held by I-Bankers Securities Inc., including their underlying securities, shall be released of all post-Closing lock-up restrictions pursuant to the Subscription Agreements. The remaining securities distributed pursuant to the Sponsor Distribution will continue to be subject to the lock-up restrictions of the Letter Agreement and the Subscription Agreements following such transfer.