Edoc Acquisition Corp. (Form: 8-K, Received: 02/02/2022 13:02:38)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 2, 2022

EDOC Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-39689		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7612 Main Street Fishers

Suite 200

Victor, NY 14564

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (585) 678-1198

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Ordinary Shares, $.0001 par value per share	ADOC	The Nasdaq Stock Market LLC
Rights, exchangeable into one-tenth of one Class A Ordinary Share	ADOCR	The Nasdaq Stock Market LLC
Warrants, each exercisable for one-half of one Class A Ordinary Share, each whole Warrant exercisable for $11.50 per share	ADOCW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 will be filed 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 Holdings Corp.”.

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 90 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.

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:

●

receipt of the Edoc Shareholder Approval;

●

receipt of the Calidi Stockholder Approval;

●

expiration of any applicable waiting period under any antitrust laws;

●

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;

●

the absence of any law or order that would prohibit the consummation of the Merger or other transactions contemplated by the Merger Agreement;

●

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;

●

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;

●

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;

	●	the Conversion having been consummated;

●

the members of the Post-Closing Board shall have been elected or appointed as of the Closing;

●

the effectiveness of the Registration Statement; and

●

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.

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:

●

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);

●

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;

●

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;

●

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;

●

Edoc having received a duly executed opinion from Calidi’s local counsel in Germany addressed to Edoc and dated as of the Closing date;

●

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

●

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.

Unless waived by Calidi, the obligations of Calidi to consummate the Merger are subject to the satisfaction of the following additional conditions:

●

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);

●

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;

●

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;

●

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.

Termination

The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including:

●

By mutual written consent of Edoc and Calidi;

●

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;

●

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;

●

by either Edoc or Calidi of the other party’s uncured breach (subject to certain materiality qualifiers);

●

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;

●

by either Edoc or Calidi if the Edoc Special Meeting is held and the Edoc Shareholder Approval is not received;

●

by either Edoc or Calidi if a special meeting of Calidi stockholders is held and the Calidi Stockholder Approval is not received; and

●

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

●

by written notice by the Edoc to the Company, at any time prior to the expiration of the Due Diligence Period.

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, will be 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 90^th day after the Closing and on the twentieth (20^th) 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 will be filed 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 84,727 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, f 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 84,727 founder shares will be transferred to Sea Otter), with Mint Tower (pursuant to which up to 84,727 founder shares will be transferred to Mint Tower), Feis (pursuant to which up to 42,363 founder shares will be transferred to Feis) and Yakira (pursuant to which up to 42,363 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.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of Edoc’s common stock and preferred stock pursuant to the Securities Purchase Agreement is incorporated by reference herein. The common stock and preferred stock issuable pursuant to the Securities Purchase Agreement will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Item 7.01 Regulation FD Disclosure.

On February 2, 2022, Edoc and Calidi issued a press release announcing that on February 2, 2022, it executed the Merger Agreement. A copy of the press release is furnished hereto as Exhibit 99.1.

Furnished as Exhibit 99.2 hereto is the investor presentation that will be used by the Company in connection with the Business Combination.

The information in this Item 7.01 and Exhibit 99.1 and Exhibit 99.2 attached hereto will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Additional Information and Where to Find It

Edoc intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (as may be amended from time to time, the “Registration Statement”), which will include a preliminary proxy statement and a prospectus of Edoc, and certain related documents, in connection with a meeting of stockholders to approve the Business Combination and related matters. The definitive proxy statement and other relevant documents will be mailed to Edoc shareholders as of a record date to be established for voting on the Business Combination. Edoc securityholders and other interested persons are urged to read, when available, the Registration Statement, preliminary proxy statement/prospectus, and any amendments thereto, and all other relevant documents filed or that will be filed with the SEC in connection with the proposed Business Combination as they become available, because they contain important information about Edoc, Calidi, and the Business Combination. Investors, securityholders and other interested persons will also be able to obtain copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Edoc, once such documents are filed, free of charge, on the SEC’s website at www.sec.gov or by directing a request to: Edoc Acquisition Corp., 7612 Main Street Fishers, Suite 200, Victor, NY 14564, Attention: Kevin Chen.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements for purposes of the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995. Terms such as “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “should,” “would” as well as similar terms, are forward-looking in nature. The forward-looking statements contained in this discussion are based on the Calidi’s current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting Calidi will be those that it has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Calidi’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination; the outcome of any legal proceedings that may be instituted against Edoc, Calidi, the combined company or others following the announcement of the Business Combination, the private placement financing proposed to be consummated concurrently with the Business Combination (the “PIPE”), and any definitive agreements with respect thereto; the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of Edoc, the possibility that due diligence completed following execution of the principal definitive transactions will not be satisfactorily concluded, the inability to complete the PIPE or other financing needed to complete the Business Combination, or to satisfy other conditions to closing; changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; the ability to meet stock exchange listing standards following the consummation of the Business Combination; the risk that the Business Combination disrupts current plans and operations of Calidi as a result of the announcement and consummation of the Business Combination; the ability to recognize the anticipated benefits of the Business Combination or to realize estimated pro forma results and underlying assumptions, including with respect to estimated shareholder redemptions; costs related to the Business Combination; changes in applicable laws or regulations; the evolution of the markets in which Calidi competes; the inability of Calidi to defend its intellectual property and satisfy regulatory requirements; the ability to implement business plans, forecasts, and other expectations after the completion of the proposed Business Combination, and identify and realize additional opportunities; the risk of downturns and a changing regulatory landscape in the highly competitive pharmaceutical industry; the impact of the COVID-19 pandemic on Calidi business; and other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Edoc’s final prospectus dated November 12, 2020, risks and uncertainties indicated in the Registration Statement and the definitive proxy statement to be delivered to Edoc’s shareholders, including those set forth under “Risk Factors” therein, and other documents filed or to be filed with the SEC by Edoc.

Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from the forward-looking statements. Neither Edoc nor Calidi is undertaking any obligation to provide any additional information or to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as required by law or applicable regulation. You should not take any statement regarding past trends, activities or performance as a representation that the trends, activities or performance will continue in the future. Accordingly, you should not put undue reliance on these statements.

Solicitation Participants

Edoc and Calidi, and certain of their respective directors and officer, under SEC rules, may be deemed to be participants in the eventual solicitation of proxies of Edoc’s shareholders in connection with the proposed Business Combination. Prospective investors and securityholders may obtain more detailed information regarding the names and interest in the proposed transaction of such individuals in Edoc’s filings with the SEC, and such information will also be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents from the sources indicated above.

No Offer or Solicitation

This Current Report on Form 8-K does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to buy any security of Calidi, Edoc or any of their respective affiliates. There shall not be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the laws of such other jurisdiction. No offering of securities shall be made except by means of prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed herewith:

Exhibit No.		Description of Exhibits
2.1*		Agreement and Plan of Merger, dated as of February 2, 2022, by and among Edoc Acquisition Corp., Edoc Merger Sub Inc., American Physicians LLC in the capacity as the Purchase Representative, Allan Camaisa in the capacity as the Seller Representative and Calidi Biotherapeutics, Inc.
10.1*		Form of Voting Agreement, dated as of February 2, 2022, by and among Edoc Acquisition Corp., Calidi Biotherapeutics, Inc., and the stockholders of Calidi Biotherapeutics, Inc. party thereto.
10.2*		Form of Lock-Up Agreement, dated as of February 2, 2022, by and among Edoc Acquisition Corp., American Physicians LLC in the capacity as the Purchase Representative and the stockholders of Calidi Biotherapeutics, Inc. party thereto.
10.3*		Form of Securities Purchase Agreement
10.4*		Form of Warrant
10.5*		Form of Certificate of Designations of Series A Convertible Preferred Stock
10.6*		Form of Registration Rights Agreement
10.7		Form of Forward Purchase Agreement
10.8		Form of Founder Share Transfer Agreement
99.1		Press Release, dated February 2, 2022.
99.2		Investor Presentation.
104		Cover Page Interactive Data File (formatted as Inline XBRL)

To be filed.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 2, 2022

EDOC ACQUISITION CORP.

By:	/s/ Kevin Chen
	Name:	Kevin Chen
	Title:	Chief Executive Officer

Exhibit 10.7

FORWARD SHARE PURCHASE AGREEMENT

This Forward Share Purchase Agreement (this “Agreement”) is entered into as of February [__], 2022, by and among (i) Edoc Acquisition Corp Inc., a Cayman Islands exempted company (“EDOC”), (ii) [Investor Name], and (iii) [Investor Name] (“[__]” and together with [__], each individually an “Investor” and collectively, the “Investors”). Each of EDOC, [__] and [__] is individually referred to herein as a “Party” and collectively as the “Parties”.

Recitals

WHEREAS, EDOC is a special purpose acquisition company, also known as a blank check company, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses;

WHEREAS, EDOC has entered into an Agreement and Plan of Merger, dated as of February [__], 2022 (the “Business Combination Agreement”), by and among EDOC and Calidi Biotherapeutics, Inc., a Nevada corporation ( “Calidi”), among others, which agreement provides for, among other things, the acquisition of Calidi by EDOC (the “Business Combination”), and EDOC intends to file a proxy statement/prospectus with the U.S. Securities and Exchange Commission (the “Commission”) that will seek, among other things, shareholder approval of the Business Combination at a special meeting of shareholders (the “Business Combination Meeting”); and

WHEREAS, the Parties wish to enter into this Agreement, pursuant to which the post-combination company (the “Company”) shall purchase from the Investors, and the Investors may sell and transfer to the Company, in each case, subject to the conditions set forth herein, certain EDOC Class A ordinary shares, par value $0.0001 per share, held by the Investors (the “Shares”) on the terms set forth herein.

NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the Parties agree as follows:

Agreement

1. Sale of Shares; Shares Purchase and Sale; Closing.

(a) Forward Share Purchase. Subject to the conditions set forth in Section 4, on the three (3) month anniversary of the date of the closing of the Business Combination (the “Business Combination Closing Date”), the Investors may elect to sell and transfer to the Company, and the Company shall purchase from the Investors, up to that number of Shares (including any Additional Shares) that are then held by the Investors, and have been continuously held by the Investors since the Business Combination Closing Date, but not to exceed [__] Shares (including any Additional Shares) in the aggregate unless otherwise agreed in writing by all Parties, at a price per Share equal to $10.42 per Share (the “Shares Purchase Price”). Each Investor shall, notify the Company and the Escrow Agent in writing no later than three (3) Business Days (as defined below) prior to the three (3) month anniversary of the Business Combination Closing Date whether or not such Investor is exercising such Investor’s right to sell any of the Shares (including any Additional Shares) held by such Investor to the Company pursuant to this Agreement (each, a “Shares Sale Notice”). Notwithstanding anything herein to the contrary, if the closing sale price of the Shares on the third (3^rd) business day prior to the three (3) month anniversary of the Business Combination is less than $10.42 per Share, the Investors’ right to sell shall be deemed automatically exercised, without the need to deliver the Shares Sales Notice, as to all Shares held by the Investors. Except as set forth in the preceding sentence, any Investor that fails to timely deliver a Shares Sales Notice in accordance with the immediately preceding sentence shall be deemed to have forfeited its right to sell any Shares (including any Additional Shares) to the Company pursuant to this Agreement.

(b) Shares Closing. If a Shares Sale Notice is timely delivered by any Investor to the Company and Escrow Agent, the closing of the sale of the Shares contemplated in each such timely delivered Share Sales Notice (the “Shares Closing”) shall occur no later than the three (3) month anniversary of the Business Combination Closing Date (the “Shares Closing Date”). On the Shares Closing Date, each selling Investor shall deliver, or cause to be delivered, the Shares (including any Additional Shares) subject to the applicable Shares Sale Notice free and clear of all liens and encumbrances to Escrow Agent and, in exchange therefor, the Escrow Agent shall deliver to each such selling Investor(s) an amount equal to (i) the Shares Purchase Price multiplied by (ii) the number of Shares being sold by such selling Investor (with respect to any particular selling Investor, the “Investor Shares Purchase Price”), which shall be paid by wire transfer of immediately available funds from the Escrow Account. The Escrow Agent shall, (i) without delay, release from the Escrow Account to each selling Investor on the Shares Closing Date, for such selling Investor’s use without restriction, an amount equal to such Investor’s Investor Shares Purchase Price, and (ii) promptly deliver such sold Shares to the Company.

2. Representations and Warranties of the Investors. Each Investor represents and warrants to EDOC and Calidi, severally and not jointly, as of the date hereof:

(a) Organization and Power. Such Investor is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.

(b) Authorization. Such Investor has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by such Investor will constitute the valid and legally binding obligation of such Investor enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies ((i) and (ii) collectively, the “Enforceability Exceptions”).

(c) Governmental Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of such Investor in connection with the consummation of the transactions contemplated by this Agreement (collectively, the “Transactions”) other than disclosure reports regarding such transactions that such Investor is required to file in accordance with the terms of the Exchange Act (as defined below).

(d) Compliance with Other Instruments. The execution, delivery and performance by such Investor of this Agreement and the consummation by such Investor and the other Investors of the Transactions will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound, or (v) of any provision of federal or state statute, rule or regulation applicable to it, in each case (other than clause (i)), which would have a material adverse effect on such Investor or any of the other Investors or its or their ability to consummate the Transactions.

(e) Shareholdings; Share Purchase by Investors. As of the date of this Agreement, the Investors collectively hold [●] Shares, with each Investor’s holdings of Shares set forth on Appendix A hereto.

(f) Disclosure of Information. Such Investor has had an opportunity to discuss EDOC’s and Calidi’s business, management and financial affairs, and the terms and conditions of this Agreement, as well as the terms of the Business Combination, with EDOC’s management.

(g) No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 2 and in any certificate or written agreement delivered pursuant hereto, neither any Investor nor any person acting on behalf of such Investor nor any of such Investor’s affiliates (collectively, the “Investor Parties”) has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to such Investor or the other Investors, and the Investor Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by EDOC in Section 3 of this Agreement, in any certificate or written agreement delivered pursuant hereto and in any public filings, the Investor Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the EDOC Parties (as defined below).

3. Representations and Warranties of EDOC. EDOC represents and warrants to each Investor as follows:

(a) Organization and Corporate Power. EDOC is a corporation duly incorporated, validly existing and in good standing as a corporation under the laws of the Cayman Islands and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. EDOC has no subsidiaries other than the merger subsidiary referenced in the recitals hereto that was formed for the purpose of effecting the Business Combination.

(b) Authorization. All corporate action required to be taken by EDOC’s Board of Directors in order to authorize EDOC to enter into this Agreement has been taken. This Agreement, when executed and delivered by EDOC, shall constitute the valid and legally binding obligation of EDOC, enforceable against EDOC in accordance with its term, subject to the effect of the Enforceability Exceptions.

(c) Disclosure. EDOC has not disclosed to either Investor material non-public information with respect to EDOC or the Business Combination, other than any such information that shall be publicly disclosed by EDOC either by the issuance of a press release or the filing with the Commission a Current Report on Form 8-K, in each case, by 9:30 a.m., Eastern Time on the first Business Day immediately following the date that the Parties enter into this Agreement. Such public disclosure shall disclose the name of the Investors as having entered into the Agreement.

(d) Governmental Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of EDOC in connection with the consummation of the Transactions, other than disclosure reports regarding such transactions EDOC is required to file in accordance with the terms of the Exchange Act.

(e) Compliance with Other Instruments. The execution, delivery and performance by EDOC of this Agreement and the consummation by EDOC of the Transactions will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound, or (v) of any provision of federal or state statute, rule or regulation applicable to it, in each case (other than clause (i)), which would have a material adverse effect on EDOC or its ability to consummate the Transactions.

(f) Adequacy of Financing. The Company will have available to it sufficient funds to satisfy its obligations under this Agreement.

(g) SEC Filings. To the knowledge of EDOC, none of EDOC’s reports and other filings with the Commission, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(h) No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained in this Section 3 and in any certificate or written agreement delivered pursuant hereto or in any public filings, neither EDOC or any person on behalf of EDOC nor any of EDOC’s affiliates (collectively, the “EDOC Parties”) has made, makes or EDOC be deemed to make any other express or implied representation or warranty with respect to EDOC, Calidi, the Transactions or the Business Combination, and the EDOC Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Investors in Section 2 of this Agreement and in any certificate or agreement delivered pursuant hereto, the EDOC Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Investor Parties.

(i) Best Efforts. EDOC will use reasonable best efforts to execute the Escrow Agreement with Continental Stock Transfer & Trust Company.

4. Additional Agreements.

(a) Net Long Position. During the term of this Agreement, Investor agrees to maintain a net long position of the EDOC and/or the Company’s securities.

(i)

If, on the day that is three (3) trading days prior to EDOC’s special meeting of shareholders (the “Extension Meeting”) to approve, among other things, an extension (the “Extension”) of the date by which EDOC has to consummate an initial business combination from February 12, 2022 to August 12, 2022, EDOC’s Class A ordinary shares are trading at or below $10.27 and the Investors own, in the aggregate, fewer than [__] Shares, the Investors shall purchase Shares at trust value, in the first instance in the form of Shares tendered for redemption from the Escrow Agent (as defined herein) (the “Extension Redeemed Shares”), and if such Extension Redeemed Shares are not sufficient to allow the Investors to own, in the aggregate, at least [__]Shares, then the Investors shall thereafter purchase Shares, at trust value, in the open market, up to a number of Shares such that the Investors hold, in the aggregate, [__] Shares as of the time of the Extension Meeting if the stock is trading at or below trust value.

(ii)

During the period commencing on one (1) trading day following the Extension Meeting date until three (3) trading days prior to the Business Combination Meeting, the Investors shall have the right, but not the obligation, to sell any or all of the Shares subject to Sections 1, 4(a)(i) and 4(b) in the open market if the sale price exceeds $10.27 per Share prior to payment of any commissions due by the Investor for such sale. The foregoing restriction does not apply to any Shares held by the Investors not subject to Sections 1, 4(a)(i) and 4(b).

(iii)

If, on the day that is three (3) trading days prior to the Business Combination Meeting, the Investors hold fewer than [__] Shares, the Investors shall purchase Shares at trust value, in the first instance in the form of Shares tendered for redemption from the Escrow Agent (as defined herein) (the “Business Combination Redeemed Shares”), and if such Business Combination Redeemed Shares are not sufficient to allow the Investor to own at least [__]Shares, then the Investor shall thereafter purchase Shares, at trust value, in the open market, up to a number of Shares such that the Investors hold, in the aggregate, [__]Shares as of the time of the Business Combination Meeting if the stock is trading at or below trust value.

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 Total Backstop Shares that shall be purchased by the Investors and the Additional Investors pursuant to this Agreement and the Additional Investor Agreements. In such event, any reduction will be made and applied to the Investors and the Additional Investors on a pro rata basis, and any Shares that the Investor shall purchase pursuant to this Section 4 shall be reduced proportionately.

(b) No Redemptions; No Tenders. Each Investor further agrees not to, (i) request redemption of any of the Shares (including any Additional Shares) subject to Sections 1, 4(a)(i), 4(a)(iii) and 4(b)in conjunction with EDOC’s shareholders’ approval of either the Extension or the Business Combination, or (ii) tender the Shares (including any Additional Shares) to EDOC in response to any redemption or tender offer that EDOC may commence for its Class A ordinary shares, par value $0.0001 per share. Notwithstanding the foregoing, in the event EDOC reduces the number of Shares subject to Section 4, the Investor may redeem a number of Shares equivalent to the number of Shares reduced pursuant to Section 4. The foregoing restriction does not apply to any Shares held by the Investors not subject to Sections 1, 4(a)(i), 4(a)(iii) and 4(b).

(c) Option to Purchase Additional Shares and Certain Derivatives. EDOC hereby acknowledges that nothing in this Agreement shall prohibit the Investors from purchasing from third parties prior to the Business Combination Closing Date additional Class A ordinary shares of EDOC, including shares that have previously been tendered by third parties for redemption at their original redemption value in conjunction with EDOC’s shareholders’ approval of the Business Combination, to the extent such third parties unwind such tenders for redemption (the “Additional Shares”), or any warrants, convertible notes or options (including puts or calls) of EDOC; provided, the aggregate number of Shares and Additional Shares owned by the Investors and subject to Sections 1, 4(a)(i), 4(a)(iii) and 4(b) shall not exceed [__] ordinary shares of EDOC, unless otherwise agreed in writing by all Parties. For the avoidance of doubt, all Additional Shares shall be deemed Shares for all purposes hereunder and shall be purchased by the Company in accordance with Section 1.

(d) Open Market Sale. Notwithstanding anything to the contrary herein, the Parties agree that the Investors shall, commencing on the Business Combination Closing Date, have the right, but not the obligation, to sell any or all of the Shares (including any Additional Shares) in the open market if the sale price exceeds $10.27 per Share prior to payment of any commissions due by the Investor for such sale. The Investor shall give written notice to the Company and the Escrow Agent of any sale of the Shares (including any Additional Shares) pursuant to this Section 4(d) within three (3) Business Days following the date of such sale (the “Open Market Sale Notice”) if, as a result of such sales, the Investors hold less than an aggregate of the [__] Shares subject to Sections 1, 4(a) and 4(b), and the Open Market Sale Notice shall include the date of the sale, the number of Shares sold, and confirmation that the sale price per Share was greater than $10.27 per Share prior to the payment of any commissions due by the Investor for the sale. If the Investor sells any of the [__] Shares (including any Additional Shares) subject to Sections 1, 4(a)(i), 4(a)(iii) and 4(b)in the open market after the Business Combination Closing Date and prior to the one (1) month anniversary of the Business Combination Closing Date at a sales price per Share that is greater than $10.27 (such sale, the “Early Sale” and such shares, the “Early Sale Shares”), then, within five (5) Business Days of the Company’s and the Escrow Agent’s receipt of such Open Market Sale Notice, the Escrow Agent shall release from the Escrow Account (x) to each selling Investor an amount equal to $0.05 per Early Sale Share sold by the Investor (the “Early Sale Premium”) and (y) to the Company an amount equal to $10.37 per Early Sale Share sold in such Early Sale.

(e) Escrow.

(i) Simultaneously with the closing of the Business Combination, EDOC shall deposit, for good and valuable consideration, the receipt, sufficiency and adequacy of which EDOC hereby acknowledges, into an escrow account (the “Escrow Account”) with Continental Stock Transfer & Trust Company (the “Escrow Agent”), subject to the terms of a written escrow agreement (the “Escrow Agreement”) substantially in the form attached as Exhibit A hereto and to be entered into on or prior to the Business Combination Closing Date, an amount equal to the lesser of (x) $[__] and (y) $10.42 multiplied by the number of Shares and Additional Shares held by the Investors as of the closing of the Business Combination, including after application of any ratable reduction as provided for in Section 4(a) (the “Escrowed Funds”). The Escrow Agreement shall irrevocably cause the Escrow Agent to release from the Escrow Account the aggregate Shares Purchase Price in accordance with Section 1. The payments to be made by the Escrow Agent to the Investors in accordance with Section 1 or to the Investors and the Company in accordance with Section 4(d), if applicable, will be made solely with the Escrowed Funds.

(ii) Upon receipt by the Escrow Agent and Company of written notice that any Investor has sold Shares subject to Sections 1, 4(b) and 4(c) above $10.27 (including any Additional Shares) as provided in Section 4(d), the Escrow Agent may release to the Company for the Company’s use without restriction an aggregate amount equal to the number of Shares (including any Additional Shares) sold multiplied by $10.42; provided that if an Investor sold any Shares (including any Additional Shares) before the one (1) month anniversary of the Business Combination Closing Date, within five (5) Business Days of the Company’s and the Escrow Agent’s receipt of the applicable notice from the Investor, the Escrow Agent shall release from the Escrow Account (a) for the selling Investor’s use without restriction an amount equal to the number of Shares (including any Additional Shares) sold multiplied by $0.05 and (b) for the Company’s use without restriction an amount equal to the number of Shares (including any Additional Shares) sold multiplied by $10.37.

(iii) In the event that any Investor elects not to sell to the Company any of the [__] Shares (including any Additional Shares) subject to Sections 1, 4(a)(i), 4(a)(iii) and 4(b) held by such Investor by either (A) an Investor delivering a written notice to the Company on behalf of itself stating such Investor’s intention not to sell any Shares (or any Additional Shares) to the Company, or (B) such Investor failing to timely deliver a Shares Sale Notice to the Company pursuant to Section 1(a) for all of its Shares, the Company may issue instructions to the Escrow Agent promptly upon the three (3) month anniversary of the Business Combination Closing Date to release from the Escrow Account to the Company for the Company’s use without restriction an amount equal to (x) $10.42 multiplied by (y) the number of Shares subject to Sections 1, 4(a)(i), 4(a)(iii) and 4(b) held by such Investor.

(f) Notification. Edoc and/or the Company shall promptly notify the Investors of the occurrence of any event that would make any of the representations and warranties of EDOC set forth in Section 3 untrue or incorrect at any time between the date of this Agreement and the Shares Closing Date, except where the failure of a representation and warranty to be true and correct would not have a material adverse effect on EDOC’s or the Company’s ability to consummate the Transactions.

(g) Most Favored Nation. Concurrently with, or shortly after, the execution of this Agreement, EDOC may enter into separate agreements with other investors (the “Additional Investors”) for the purchase and sale of EDOC ordinary shares imposing restrictions on dispositions of EDOC ordinary shares by the Additional Investors similar to those herein ((i) and (ii) collectively, the “Additional Investor Agreements”). EDOC has not and will not provide the Additional Investors material terms in the Additional Investor Agreements that are more favorable to such Additional Investors than the terms provided to the Investors in this Agreement. In the event that EDOC provides the Additional Investors with material terms in the Additional Investor Agreements that are more favorable than the terms provided to the Investors in this Agreement, EDOC shall promptly inform the Investors of such more favorable terms, and the Investors shall have the mutual right to elect to have such more favorable terms included herein, in which case the Parties shall promptly amend this Agreement to effect the same. For the avoidance of doubt, if EDOC transfers or sells Founder Shares to another investor and that investor also executes a non-redemption agreement or forward share purchase agreement substantially similar to this Agreement, the Investor shall be notified of such agreement and have the right to amend the terms of this Agreement to match the more favorable terms and/or the Investor shall have the right elect to have such terms included herein.

(h) Security Agreement in Escrow Account. To secure the obligations of EDOC and the Company under this Agreement, EDOC and the Company each grant to the Investors a security interest in, and lien on, all right, title, and interest of EDOC and the Company in and to the Escrow Account in respect of all funds required to satisfy EDOC’s and the Company’s obligations hereunder, the Escrow Agreement, all rights related thereto, and all proceeds, products, and profits of the foregoing. In the event of a default by EDOC or the Company under this Agreement or the Escrow Agreement, then, in addition to any other rights the Investors may have under this Agreement, the Escrow Agreement, and applicable law, the Investors shall also have the rights and remedies of a secured party under the Uniform Commercial Code as enacted in the State of New York. EDOC and the Company shall use commercially reasonable efforts to prepare and file such UCC financing statements or other documents as reasonably directed by the Investors with respect to their security interests.

(i) Indemnification. EDOC (referred to as the “Indemnitor”) agrees to indemnify the Investors and their respective officers, directors, employees, agents and shareholders (collectively referred to as the “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 Indemnitees may suffer or incur by reason of any action, claim or proceeding, in each case, brought by a third party creditor of EDOC , the Company or any of their respective subsidiaries asserting that the Investors are not entitled to receive the aggregate Share Purchase Price or such portion thereof as they are entitled to receive pursuant to Section 1(a) and Section 4(d) of this 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 Indemnitee.

5. Closing Conditions. The obligation of the Company to purchase the Shares at the Shares Closing under this Agreement shall be subject in all respects to the consummation of the Business Combination, such Shares being free and clear of all liens and other encumbrances as of the Shares Closing and such Shares being continuously held by the Investors from the closing of the Business Combination through the three (3) month anniversary of the Business Combination Closing Date.

6. Termination. This Agreement may be terminated as follows:

(a) at any time by mutual written consent of all Parties;

(b) at the election of the Investors if the stockholders of EDOC fail to approve the Business Combination before August 12, 2022, subject to extension by mutual agreement; and

(c) prior to the closing of the Business Combination by mutual agreement of the Investors if there occurs a Company Material Adverse Effect (as defined in the Business Combination Agreement).

(d) By the Investors, if prior to the day that is five (5) business days prior to the date of the Business Combination Meeting, all Parties, and Continental Stock Transfer & Trust Company, have not executed the Escrow Agreement.

(e) By the Investors, if prior to February 7, 2022, EDOC does not reach substantially similar non-redemption or forward purchase agreements with Additional Investors committing an aggregate of [2,200,000] Class A ordinary shares of EDOC to the same restrictions included in Section 4(b) of this Agreement (such shares, in the aggregate, the “Total Backstop Shares”).

In the event of termination in accordance with Section 6(a), 6(b), 6(c), 6(d), or 6(e) this Agreement shall forthwith become null and void and have no effect, without any liability on the part of [the Investors], EDOC, or the Company and their respective directors, officers, employees, partners, managers, members, or stockholders and, except as otherwise provided in this Agreement, all rights and obligations of each Party shall immediately cease; provided, however, that nothing contained in this Section 6 shall relieve any Party from liabilities or damages arising out of any actual fraud or willful breach by such party of any of its representations, warranties, covenants or agreements contained in this Agreement prior to termination of this Agreement.

7. General Provisions.

(a) Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (i) personal delivery to the Party to be notified, (ii) when sent, if sent by electronic mail during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business Day, (iii) five (5) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All notices and other communications sent to a Party shall be sent to the e-mail address or address as set forth on the signature page of such Party hereto, or to such e-mail address or address as subsequently modified by written notice given by such Party in accordance with this Section 7(a).

(b) No Finder’s Fees. Each Party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with the Transactions. Each Investor agrees to indemnify and to hold harmless EDOC from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of the Transactions (and the costs and expenses of defending against such liability or asserted liability) for which the Investors, or any of their respective officers, employees or representatives is responsible or arising out of any agreement entered into by any such person or entity. EDOC agrees to indemnify and hold harmless the Investors from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of the Transactions (and the costs and expenses of defending against such liability or asserted liability) for which EDOC or any of its officers, employees or representatives is responsible or arising out of any agreement entered into by any such person or entity.

(c) Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive the Shares Closing.

(d) Entire Agreement. This Agreement, together with any documents, instruments and writings that are delivered pursuant hereto or referenced herein, constitute the entire agreement and understanding of the Parties in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof or to the Transactions.

(e) Successors. All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the Parties and their respective successors. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

(f) Assignments. Except as otherwise specifically provided herein, no Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the each of the other Parties.

(g) Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. Signatures sent by facsimile transmission or in PDF format shall be deemed to be originals for all purposes of this Agreement.

(h) Headings. The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.

(i) Governing Law; Jurisdiction. This Agreement, the entire relationship of the Parties, and any litigation among the Parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of Delaware, without giving effect to its choice of laws or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Any dispute arising from or relating to the relative rights of the parties hereto and all other questions concerning the construction, validity and interpretation of this Agreement, shall be brought exclusively in the Court of Chancery of the State of Delaware (the “Court of Chancery”) or, to the extent the Court of Chancery does not have subject matter jurisdiction, the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts (the “Delaware Federal Court”) or, to the extent neither the Court of Chancery nor the Delaware Federal Court has subject matter jurisdiction, the Superior Court of the State of Delaware (the “Chosen Courts”), and, solely with respect to any such action (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action in the Chosen Courts, and (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto.

(j) MUTUAL WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT AND/OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(k) Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except with the prior written consent of all Parties.

(l) Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any Party or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable in accordance with its terms, the Parties agree that the governmental authority, arbitrator, or mediator making such determination will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.

(m) Expenses. At the Business Combination Closing Date, EDOC shall pay the reasonable and documented out-of-pocket fees and expenses of legal counsel to the Investors, in an amount not to exceed, in the aggregate $10,000. EDOC and the Company are responsible for all fees associated with the Escrow Account.

(n) Exclusivity. EDOC represents that it has not entered into any similar agreements with any other parties prior to the execution of this Agreement. EDOC may enter into a similar non-redemption or forward purchase agreement with [up to four] other parties, for a maximum aggregate [2,200,000] shares, subject to the terms of Section 4(g).

(o) Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties and no presumption or burden of proof will arise favoring or disfavoring any Party because of the authorship of any provision of this Agreement. For purposes of this Agreement, “Business Day” means any day other than Saturday, Sunday, or a day on which commercial banks in New York are obligated by any applicable law to close. Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The Parties intend that each representation, warranty, and covenant contained herein will have independent significance. If a Party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party has not breached will not detract from or mitigate the fact that such party is in breach of the first representation, warranty, or covenant.

(p) Waiver. No waiver by a Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent occurrence.

(q) Specific Performance. Each Party agrees that irreparable damage may occur in the event any provision of this Agreement was not performed by any other Party in accordance with the terms hereof and that the other Parties shall be entitled to seek specific performance of the terms hereof, in addition to any other remedy at law or equity.

(r) Rule 10b5-1.

	i.	Edoc represents and warrants to the Investors that Edoc is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) for the purpose of inducing the purchase or sale of such securities or otherwise in violation of the Exchange Act, and Edoc represents and warrants to the Investors that Edoc has not entered into or altered, and agrees that Edoc will not enter into or alter, any corresponding or hedging transaction or position with respect to the Shares.

	i.	Edoc agrees that, subject to Section 4(a) herein, it will not seek to control or influence the Investors’ decision to make any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under this Agreement, including, without limitation, the Investors’ decision to enter into any hedging transactions.

ii.

Edoc acknowledges and agrees that any amendment, modification, waiver or termination of this Agreement shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.

[INVESTOR]:
[__]

By:
Name:
Title:

Address for Notices:
[address]
[email]

[INVESTOR]:
[__]

By:
Name:
Title:

Address for Notices:
[address]
[email]

EDOC:
Edoc Acquisition Corp.

By:
Name:
Title:

Address for Notices:
[address]
[email]

Appendix A

Investor		Number of Shares

Exhibit A

Escrow Agreement

(attached hereto)

Exhibit 10.8

SHARE TRANSFER AGREEMENT

This Share Transfer Agreement (“Agreement”), dated February [__], 2022, among [Investor Name], (each of [__] and [__] an “Investor”, and collectively the “Investors”) and American Physicians LLC (the “Sponsor”).

RECITALS:

A. EDOC Acquisition Corp., a Cayman Islands exempted company (the “EDOC” or “SPAC”) will hold a special meeting of its shareholders (“Business Combination Meeting”) to consider and act upon, among other things, a proposal (the “Acquisition Proposal”) to adopt and approve certain proposed transactions pursuant to that certain EDOC has entered into an Business Combination Agreement and Plan of Merger, dated as of February [__], 2022 (the “Business Combination Agreement”), by and among EDOC and Calidi Biotherapeutics, Inc., a Nevada corporation ( “Calidi”) among others, which agreement provides for, among other things, the acquisition of Calidi by EDOC (such transactions, the “Business Combination”).

B. In the event that the SPAC believes it will not be able to consummate the Business Combination on or prior to February 12, 2022, SPAC intends to hold a special meeting of shareholders (the “Extension Meeting”) to approve, among other things, a proposal (the “Extension Proposal”) to amend SPAC’s amended and restated memorandum and articles of association to extend the date by which EDOC has to consummate a business combination (the “Extension”) from February 12, 2022 to August 12, 2022.

C. The Investors have agreed not to seek redemption of up to [__] class A ordinary shares (the “Subject Shares”) issued in SPAC’s initial public offering (“Public Shares”) upon the terms set forth herein.

IT IS AGREED:

1. Non-Redemption and Voting.

(a) The Investors hereby agree not to request redemption of any Subject Shares at the Extension Meeting and vote in favor of the Extension Proposal; provided, however, that the Investors shall not be prohibited from seeking redemption with respect to any other Public Shares held by the Investors at the Extension Meeting.

(b) Further, the Investors agree not to seek redemption of any Subject Shares at the Meeting to approve the Acquisition Proposal, subject to the terms of the executed Forward Purchase Agreement, and vote in favor of the Acquisition Proposal; provided, however, that the Investors shall not be prohibited from seeking redemption with respect to any other Public Shares held by the Investors at a Meeting to approve the Acquisition Proposal.

2. Net Long. During the term of this Agreement, Investor agrees to maintain a net long position of the SPAC’s securities and to acquire Subject Shares in connection with each of the Extension Meeting and Business Combination Meeting as set forth in that certain Forward Purchase Agreement between the parties, dated as of the date hereof.

3. Insider Stock Transfers. In consideration of the agreements set forth in Section 1 hereof:

(a) the Sponsor (or its designees) will transfer, within five (5) Business Days following the date of the Extension Meeting (the “Extension Meeting Date”), to the Investors, an aggregate of [__] of SPAC’s Class B ordinary shares (“Founder Shares”) beneficially owned by it (or its designees).

(b) 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 SPAC shall cause to be paid to the Investor, at SPAC’s discretion, either (i) a cash amount of $0.05 per Subject Share not redeemed by the Investors, for an aggregate of up to $0.15 per Public Share, or (ii) or 0.034 Founder Shares per Subject Share not redeemed by the Investors to be transferred by the Sponsor (or its designees), for an aggregate of up to 0.1027 Founder Shares per share. Such payment(s) shall 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. The Sponsor hereby agrees to transfer Founder Shares to the Investors in accordance with this Section 3(B) if the SPAC elects for one or more of such payments to be made to the Investors to be made pursuant to clause (ii) hereof.

(c) Notwithstanding anything to the contrary herein, the number of Founder Shares transferred to the Investors shall not be subject to lock-up (except as set forth In the Insider Letter (defined below), earn-out, cut-back, reduction, mandatory repurchase, redemption or forfeiture for any reason, including (i) transfer of the Founder Shares to any person, (ii) concessions or “earn-out” triggers in connection with the negotiation of a Business Combination Agreement, (iii) or any other modification, without the Investor’s prior written consent. The Founder Shares shall be re-issued in the name of the Investors either in physical certificate form or electronically using Depository Trust Company’s DWAC (Deposit Withdrawal at Custodian) System, as directed by the Investors. The Sponsor hereby assigns to the Investors (x) its registration rights pursuant to that certain Registration Rights Agreement, dated as of November 9, 2020, with respect to the Founder Shares being transferred to the Investors hereunder, and (y) its rights and obligations pursuant to that certain Letter Agreement, dated as of November 9, 2020, with respect to certain restrictions and voting obligations relating to the Founder Shares being transferred to the Investors hereof (the “Insider Letter”). The Company consents to such assignment of registration rights to the Investors by the Sponsor and agrees that no provision of the Registration Rights Agreement or Insider Letter shall be amended in a manner adverse to the Investors without the written consent of the Investors. Each Investor will be subject to the terms of the Insider Letter (and related definitional, enforcement and general provisions), as if it were an original undersigned party thereto; provided; however, that if any provision of the Insider Letter is amended in a manner more favorable to the Investor (e.g., a shorter lock-up period), the Insider Letter shall be deemed amended with respect to the Investors but only to provide for such more favorable terms.

4. Representations of the Investors. Each Investor hereby represents and warrants to the Sponsor that:

(a) The Investor, in making the decision to receive the Founder Shares from the Sponsor, have not relied upon any oral or written representations or assurances from the Sponsor or any of SPAC’s officers, directors, partners or employees or any other representatives or agents, except as set forth in this Agreement.

(b) This Agreement has been validly authorized, duly executed and delivered by such Investor and, assuming the due authorization, execution and delivery thereof by the other party hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Investors do not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Investors are a party which would prevent such Investor from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which such Investor is subject.

(c) The Investor acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Investor’s own legal counsel and investment and tax advisors.

(d) Investor is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was formed.

(e) The Investor is record and beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and have good title to, all of the Subject Shares, and there exist no liens or any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such securities (other than transfer restrictions under the Securities Act)) affecting any such securities.

(f) There are no actions pending against the Investor or, to the Investor’s knowledge, threatened against the Investor, before (or, in the case of threatened actions, that would be before) any arbitrator or any governmental authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by the Investor of its obligations under this Agreement.

5. Sponsor Representations. The Sponsor hereby represents and warrants to the Investors that:

(a) This Agreement has been validly authorized, executed and delivered by it and, assuming the due authorization, execution and delivery thereof by the other party hereto, is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Sponsor does not and will not conflict with, violate or cause a breach of, constitute a default under, or result in a violation of (i) any agreement, contract or instrument to which the Sponsor is a party which would prevent the Sponsor from performing its obligations hereunder or (ii) any law, statute, rule or regulation to which the Sponsor is subject.

(b) The Sponsor (or its designees) is the record and beneficial owner of the Founder Shares and will transfer them to the Investors immediately prior to the applicable Share Transfer Date free and clear of any liens, claims, security interests, options charges or any other encumbrance whatsoever, except for restrictions imposed by federal and state securities laws and the terms set forth in the Insider Letter.

(c) Neither the Sponsor not the Company have disclosed to the Investors material non-public information with respect to the Company or the Business Combination, other than any such information that shall be publicly disclosed by the Sponsor either by the issuance of a press release or the filing with the U.S. Securities and Exchange Commission a Current Report on Form 8-K, in each case, by 9:30 a.m., Eastern Time on the first Business Day immediately following the date that the Sponsor and Investors enter into this Agreement. Such public disclosure shall disclose the name of the Investors as having entered into the Agreement.

(d) Compliance with Other Instruments. The execution, delivery and performance by the Sponsor of this Agreement and the consummation by the Sponsor of this Agreement will not result in any violation or default (i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound, or (v) of any provision of federal or state statute, rule or regulation applicable to it, in each case (other than clause (i)), which would have a material adverse effect on the Sponsor or its ability to consummate the Business Combination.

(e) There are no actions pending against the Sponsor or the Company, to the Sponsor’s or the Company’s knowledge, threatened against the Sponsor or the Company, before (or, in the case of threatened actions, that would be before) any arbitrator or any governmental authority, which in any manner challenges or seeks to prevent, enjoin or materially delay the performance by the Investors of their obligations under this Agreement.

6. Disclosure; Exchange Act Filings. Promptly after execution of this Agreement, the Company will file a Current Report on Form 8-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) reporting the execution of this Agreement. The parties to this Agreement shall cooperate with one another to assure that such disclosure is accurate.

7. Entire Agreement; Amendment. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and may be amended or modified only by written instrument signed by all parties. The headings in this Agreement are for convenience of reference only and shall not alter or otherwise affect the meaning hereof.

8. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of New York, including the conflicts of law provisions and interpretations thereof.

9. Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed signature page by facsimile or other electronic transmission shall be effective as delivery of a manually signed counterpart of this Agreement.

10. Termination. Notwithstanding any provision in this Agreement to the contrary, this Agreement shall become null and void and of no force and effect, and all parties shall be released from all obligations under this Agreement: (i) if the Business Combination is not consummated by August 12, 2022 or (iii) if SPAC does not reach substantially similar non-redemption or forward purchase agreements with other investors committing an aggregate of [2,200,000] Class A ordinary shares and notifies the Investors that such agreements have been executed on or prior to February 7, 2022. For the avoidance of doubt, if the Business Combination is not consummated by August 12, 2022 the Investors shall not be required to forfeit or transfer any Founder Shares already transferred to it pursuant to Section 3 herein.

11. Remedies. Each of the parties hereto acknowledges and agrees that, in the event of any breach of any covenant or agreement contained in this Agreement by the other party, money damages may be inadequate with respect to any such breach and the non-breaching party may have no adequate remedy at law. It is accordingly agreed that each of the parties hereto shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to seek injunctive relief and/or to compel specific performance to prevent breaches by the other party hereto of any covenant or agreement of such other party contained in this Agreement.

12. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. This Agreement shall not be assigned by either party without the prior written consent of the other party hereto.

13. Most Favored Nation. In the event the Sponsor enters into separate agreements with other investors in respect of the purchase of ordinary shares, before or after the execution of this Agreement, and subsequent non-redemption agreement, the Sponsor represents that the material terms of such other agreements are or will be no more favorable to such other investors thereunder than the terms of this Agreement are in respect of the Investors. In the event that another investor is afforded any such more favorable terms than the Investors, the Sponsor shall promptly so inform the Investors of such more favorable terms, and the Investors shall have the right to elect to have such more favorable terms included herein, in which case the parties hereto shall promptly amend this Agreement to effect the same. For the avoidance of doubt, if the Sponsor transfers or sells Founder Shares to another investor and that investor also executes a non- redemption agreement or forward share purchase agreement substantially similar to this Agreement, the Investors shall be notified of such agreement and have the right to amend the terms of this Agreement to match the more favorable terms and/or the Investors shall have the right elect to have such terms included herein

14. Indemnification. The Sponsor and the Company (referred to as the “Indemnitors”) shall both agree to indemnify the Investors and their respective officers, directors, employees, agents and shareholders (collectively referred to as the “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, incurred as a result of any claim, suit or proceeding, whether civil, criminal, administrative or arbitrative brought against the Sponsor or Company that makes any Investor a party, or brought against the Investors in relation to this Agreement.

16. Notification. The Sponsor and/or Company shall promptly notify the Investors of the occurrence of any event that would make any of the representations and warranties of the Sponsor and/or Company untrue or incorrect at any time between the date of this Agreement and the consummation of the Business Combination.

17. SEC Filings. None of the Company’s reports and other filings with the U.S. Securities and Exchange Commission, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

17. Trust Fund Waiver. Each Investor acknowledges that EDOC has established a trust account (“Trust Account”) for the benefit of EDOC’s public stockholders and that disbursements from the Trust Account are available only in the limited circumstances as described in the SEC Reports. Each Investor further acknowledges and agrees that EDOC’s sole assets consist of the cash proceeds of EDOC’s initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders. Each Investor (on behalf of itself and its affiliates) hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account and any funds contained therein for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever; provided, however, that nothing herein shall serve to limit or prohibit the Investors’ right to pursue a claim against the Company for (i) legal relief against monies or other assets held outside the Trust Account or assets released from the Trust Account and remaining after distribution to public shareholders following the consummation of a business combination or (ii) specific performance or other equitable relief in connection with the consummation of the transactions contemplated by this Agreement so long as such claim would not affect EDOC’s ability to fulfill its obligation to effectuate redemption of public shares as described in the SEC Reports. Notwithstanding the foregoing, nothing in this Section 17 shall be deemed to limit any Investor’s right, title, interest or claim to any monies in connection with distributions from the Trust Account with respect to any Public Shares then held by such Investor pursuant to any liquidation rights relating to the Public Shares in the event that SPAC ceases all operations and dissolves the Company prior to closing a Business Combination.

18. Inconsistent Agreements. Investors hereby covenant and agree that, except for this Agreement and any other forward share purchase agreement that the Investor may enter into with the SPAC, each (a) shall not enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to the Subject Shares and (b) shall not grant at any time while this Agreement remains in effect a proxy, consent or power of attorney with respect to the Subject Shares.

19. Covenants of Investors. Each Investor hereby: (a) agrees to promptly notify the Company and SPAC to comply with relevant SEC disclosure requirements or to confirm the fulfillment of the Investor’s obligations pursuant to Section 2 herein, upon the reasonable request of the Company or SPAC, of the number of any new securities acquired by such Investor after the date hereof until the closing of the Business Combination (any such new securities being subject to the terms of this Agreement as “Public Shares” but not Subject Shares, as though owned by the Investor on the date hereof); provided that any such requests shall only be made from time to time as may be reasonably needed to effect the Extension or the Business Combination, as the case may be; (b) agrees to permit SPAC and the Company to publish and disclose Investor's identity, ownership of the Public Shares and the nature of Investor's commitments, arrangements and understandings under this Agreement, and, if deemed appropriate by SPAC or the Company, a copy of this Agreement, in (i) the Registration Statement/Proxy Statement, (ii) any Form 8-K or 6-K filed by the Company or SPAC with the SEC in connection with the execution and delivery of the Business Combination Agreement and the Registration Statement/Proxy Statement, and (iii) any other documents or communications provided by SPAC or the Company to any governmental authority or to security holders of SPAC, in each case, to the extent required by the federal securities laws or the SEC or any other securities authorities.

[Signature Page Follows]

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

	SPONSOR:

	By:
	Name:
	Title:

	COMPANY:

	By:
	Name:
	Title:

	[INVESTOR NAME]:

	By:
	Name:
	Title:

	[INVESTOR NAME]:

	By:
	Name:
	Title:

[Signature Page to the Share Transfer Agreement]

Exhibit 99.1

Calidi Biotherapeutics and Edoc Acquisition Corp. Agree to Merge and Create a Publicly Listed, Clinical-Stage Biotechnology Company Utilizing Stem Cell-Based Platforms to Revolutionize Oncolytic Virotherapies

-Total gross proceeds from transaction expected to be approximately $117 million prior to redemptions, combining $25 million PIPE and up to $92 million held in Edoc trust account-

-Anticipated cash resources will fund Calidi’s NeuroNova and SuperNova development programs through multiple clinical milestones-

-Business combination expected to be completed in second quarter of 2022; combined company expected to be listed on Nasdaq under the ticker “CLDI”-

LA JOLLA, CALIF. and Victor, NY, February 2, 2022—Calidi Biotherapeutics, Inc. (“Calidi” or the “Company”), a clinical-stage biotechnology company that is pioneering the development of cell-based delivery of oncolytic viruses, and Edoc Acquisition Corp. (“Edoc”) (NASDAQ: ADOC), a blank check company organized to acquire or merge with one or more businesses, have entered into a definitive merger agreement. Upon closing the transaction, anticipated to occur in the second quarter of 2022, the combined company will be named Calidi Biotherapeutics, Inc. and led by Allan Camaisa, CEO and Chairman of the Board. In addition, the combined company’s common stock intends to list on the Nasdaq Capital Market.

“We are excited about combining with Edoc to advance our mission of delivering life-saving oncolytic virus therapies with the potential to revolutionize patient care,” said Mr. Camaisa. “This business combination positions us well as we enter the next phase of our growth, delivering on the promise of our NeuroNova (NNV) and SuperNova (SNV) platforms, to surpass the deficiencies of the first generation oncolytic viruses existing in the marketplace. Furthermore, it will allow us to leverage Edoc’s extensive 400+ physician network across many disciplines.”

“Calidi’s innovative stem cell-based delivery platforms are being developed to overcome the immune system’s ability to eliminate oncolytic viruses, potentially allowing oncolytic viral therapy to be successful,” said Dr. Kevin Chen, Chairman and CEO of Edoc. “We aim to invest in people and companies that can change the healthcare landscape, and we believe that Calidi’s technology is differentiated and has the potential to transform cancer therapy.”

The transaction includes gross proceeds of up to $92 million in trust at Edoc (less any redemptions by existing Edoc shareholders) and a concurrent $25 million PIPE from institutional investors.

Additionally, Edoc entered into backstop arrangements with certain institutional investors for the purchase of up to 2.2 million shares of Edoc Class A ordinary shares in connection with Edoc’s shareholder meeting to approve the business combination as well as Edoc’s February 9, 2022 shareholder meeting to approve an extension of time to complete its business combination, with the actual amount dependent upon the amount of cash available after each such shareholder meeting after any redemptions.

Net proceeds from the transaction are expected to provide Calidi with capital to advance its pipeline through multiple clinical milestones, such as:

●

NNV1 Phase 2 initiation: allogeneic neural stem cells loaded with an oncolytic adenovirus for the treatment of newly diagnosed glioblastoma.

●

NNV2 Phase 1 initiation: allogeneic neural stem cells loaded with an oncolytic adenovirus for the treatment of recurrent glioblastoma.

●

SNV1 Phase 1 initiation: allogeneic adipose-derived mesenchymal stem cells (AD-MSC) loaded with an oncolytic vaccinia virus for the treatment of advanced metastatic solid tumors.

●

Support expansion of Calidi’s stem cell-based delivery platforms into additional indications

Key Transaction Terms

Upon closing of the business combination (the “Business Combination”), and assuming no redemptions of shares of Edoc by its public shareholders, Calidi would be expected to have cash and cash equivalents, prior to transaction expenses, of approximately $117 million (less any redemptions and transaction expenses) and a pro forma enterprise valuation of $449 million.

The boards of directors of Calidi and Edoc unanimously approved the proposed transaction, which is anticipated to close in the second quarter of 2022. The closing of the transaction is subject to the approval of Edoc shareholders, regulatory approval and the satisfaction or waiver of certain other customary closing conditions.

A Current Report on Form 8-K, filed by Edoc with the Securities and Exchange Commission (SEC), will provide additional information about the proposed business combination, related financings and backstop arrangements, and will be available on the SEC’s website at www.sec.gov. In addition, Edoc intends to file a registration statement on Form S-4 with the SEC, including a proxy statement/prospectus, and will file other documents regarding the proposed transaction with the SEC.

Advisors

H.C. Wainwright & Co. served as financial advisor to Calidi. Lewis Brisbois Bisgaard & Smith LLP acted as legal counsel to Calidi. Ellenoff Grossman & Schole LLP acted as legal counsel to Edoc, and I-Bankers Securities, Inc. as financial advisor to Edoc.

About Calidi Biotherapeutics

Calidi Biotherapeutics is a clinical-stage immuno-oncology company with proprietary technology that is revolutionizing the effective delivery and potentiation of oncolytic viruses for targeted therapy against difficult-to-treat cancers. Calidi Biotherapeutics is advancing a potent allogeneic stem cell and oncolytic virus combination for use in multiple oncology indications. Calidi’s off-the-shelf, universal cell-based delivery platforms are designed to protect, amplify, and potentiate oncolytic viruses currently in development leading to enhanced efficacy and improved patient safety. Calidi Biotherapeutics is headquartered in La Jolla, California. For more information, please visit calidibio.com.

About Edoc Acquisition Corp.

Edoc Acquisition Corp. is a blank check company organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities. The company is sponsored by an extensive network of physician entrepreneurs across 30+ medical specialties in leading medical institutions and is led by Kevin Chen, Chief Executive Officer of Edoc.

Forward-Looking Statements

This press release contains forward-looking statements for purposes of the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995. Terms such as “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “should,” “would” as well as similar terms, are forward-looking in nature. The forward-looking statements contained in this discussion are based on the Calidi’s current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting Calidi will be those that it has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Calidi’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination; the outcome of any legal proceedings that may be instituted against Edoc, Calidi, the combined company or others following the announcement of the Business Combination, the private placement financing proposed to be consummated concurrently with the Business Combination (the “PIPE”), and any definitive agreements with respect thereto; the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of Edoc, the possibility that due diligence completed following execution of the principal definitive transaction documents for the Business Combination and PIPE will not be satisfactorily concluded, the inability to complete the PIPE or other financing needed to complete the Business Combination, or to satisfy other conditions to closing; changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; the ability to meet stock exchange listing standards following the consummation of the Business Combination; the risk that the Business Combination disrupts current plans and operations of Calidi as a result of the announcement and consummation of the Business Combination; the ability to recognize the anticipated benefits of the Business Combination or to realize estimated pro forma results and underlying assumptions, including with respect to estimated shareholder redemptions; costs related to the Business Combination; changes in applicable laws or regulations; the evolution of the markets in which Calidi competes; the inability of Calidi to defend its intellectual property and satisfy regulatory requirements; the ability to implement business plans, forecasts, and other expectations after the completion of the proposed Business Combination, and identify and realize additional opportunities; the risk of downturns and a changing regulatory landscape in the highly competitive pharmaceutical industry; the impact of the COVID-19 pandemic on Edoc’s business; and other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Edoc’s final prospectus dated November 12, 2020 and Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC on May 25, 2021 and as amended on January 14, 2022 risks and uncertainties indicated in the Registration Statement and the definitive proxy statement to be delivered to Edoc’s shareholders, including those set forth under “Risk Factors” therein, and other documents filed to be filed with the SEC by Edoc.

Additional Information and Where to Find It

Edoc intends to file with the SEC a registration statement on Form S-4 (as may be amended from time to time, the “Registration Statement”), which will include a preliminary proxy statement of Edoc, and a prospectus in connection with the proposed business combination transaction (the “Business Combination”) involving Edoc and Calidi. The definitive proxy statement and other relevant documents will be mailed to Edoc shareholders as of a record date to be established for voting on the Business Combination. Edoc securityholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with Edoc’s solicitation of proxies for the special meetings to be held to approve the Business Combination because these documents will contain important information about Edoc, Calidi, and the Business Combination. Edoc securityholders and other interested persons will also be able to obtain copies of the Registration Statement and the proxy statement/prospectus, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to Edoc by contacting its Chief Executive Officer, Kevin Chen, c/o Edoc Acquisition Corp., 7612 Main Street Fishers, Suite 200, Victor, New York 14564, at (585) 678-1198.

Participants in the Solicitation

Edoc and Calidi and their respective directors and officers and other members of management and employees may be deemed participants in the solicitation of proxies in connection with the proposed business combination. Edoc shareholders and other interested persons may obtain, without charge, more detailed information regarding directors and officers of Edoc in Edoc’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC on May 25, 2021 and as amended on January 14, 2022. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from Edoc’s shareholders in connection with the proposed business combination will be included in the definitive proxy statement/prospectus that Edoc intends to file with the SEC.

No Offer or Solicitation

This press release will not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination. This press release will also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Media Contact:

Kristin Schaeffer

CG Life

kschaeffer@cglife.com

1-858-354-8850

Exhibit 99.2

is a clinical - stage biopharmaceutical company u tilizing stem cell - based platforms to revolutionize oncolytic virotherapies February 2022

Investor Presentation Disclaimer This presentation (the “Presentation”) is for informational purposes only with respect to the proposed business combination b etw een Edoc Acquisition Corp. (“ Edoc ”) and Calidi Biotherapeutics, Inc. (together with its subsidiaries and divisions, “ Calidi ” or the “Company”), and which we refer to as the “Business Combination.” This Presentation does not purport to be all - inclusive and does not constitute or involve any recommendation with respect to the voting, purchase or sale of any security or as to any other matter by Edoc , Calidi or any other person. This Presentation has been prepared by the Company, and the Company is solely responsible for its conten ts . Edoc and Calidi expressly disclaim any and all liability for representations, expressed or implied, contained in, or for omissions from, this P resentation or any other written or oral communication transmitted to any interested party in the course of its evaluation of the Company. Only those particular representations and warranties that may be made b y t he Company in a definitive written agreement, when and if one is executed, and subject to such limitations and restrictions as may be specified in such agreement, shall have any legal effect. Certain information containe d h erein has been derived from sources prepared by third parties. While such information is believed to be reliable for the purposes used herein, the Company makes no representation or warranty with respect to the accuracy of suc h i nformation. This Presentation does not purport to contain all of the information that may be required to evaluate the Business Combinatio n. This Presentation is not intended to form the basis of any investment decision by the recipient and does not constitute investment, tax, financial or legal advice. No representation or warranty, express or implied, is or wil l be given by the Company or Edoc or any of their respective affiliates, directors, officers, employees or advisers or any other person as to the accuracy or completeness of the information in this Presentation or any other writt en, oral or other communications transmitted or otherwise made available to any party in the course of its evaluation of a possible transaction, and no responsibility or liability whatsoever is accepted for the accuracy or su ffi ciency thereof or for any errors, omissions or misstatements, negligent or otherwise, relating thereto. Accordingly, neither the Company nor Edoc nor any of their respective affiliates, directors, officers, employees or advisers or any other person shall be liable for an y direct, indirect or consequential loss or damages suffered by any person as a result of relying on any statement in or omission from this Presentation and any such liability is expressly dis claimed. Additional Information and Where to Find It Edoc intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S - 4 (as may be am ended from time to time, the “Registration Statement”), which will include a preliminary proxy statement and a prospectus of Edoc , and certain related documents, in connection with a meeting of stockholders to approve the Business Combination and related ma tters. The definitive proxy statement and other relevant documents will be mailed to Edoc shareholders as of a record date to be established for voting on the Business Combination. Edoc securityholders and other interested persons are urged to read, when available, the Registration Statement, preliminary proxy statement/prospectus, and any amendments thereto, and all other relevant documents fil ed or that will be filed with the SEC in connection with the proposed Business Combination as they become available, because they contain important information about Edoc , the Company, and the Business Combination. Investors, securityholders and other interested persons will also be able to obt ain copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Edoc , once such documents are filed, free of charge, on the SEC’s website at www.sec.gov or by directing a request to: Edoc Acquisition Corp., 7612 Main Street Fishers, Suite 200, Victor, NY 14564, Attention: Kevin Chen. Forward - Looking Information This Presentation contains forward - looking statements for purposes of the “safe harbor” provisions under the United States Priva te Securities Litigation Reform Act of 1995. Terms such as “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “should,” “ wou ld” as well as similar terms, are forward - looking in nature. The forward - looking statements contained in this discussion are based on the Company’s current expectations and beliefs concerning future developments and their poten tia l effects. There can be no assurance that future developments affecting the Company will be those that it has anticipated. These forward - looking statements involve a number of risks, uncertainties (some of which are beyo nd the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward - looking statements. Forward - Looking Statements and Disclaimer © 2022 Calidi Biotherapeutics, Inc. І Company Proprietary; Patents issued and pending Page 2

Factors that may cause actual results to differ materially from current expectations include, but are not limited to: the occ urr ence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination; the outcome of any legal proc eed ings that may be instituted against Edoc , the Company, the combined company or others following the announcement of the Business Combination, the private placement financing proposed to be consummated concurrent ly with the Business Combination (the “PIPE”), and any definitive agreements with respect thereto; the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of Edoc , the possibility that due diligence completed following execution of the principal definitive transactions will not be satisfactorily concluded, the inability to complete the PIPE or other financing needed to complete t he Business Combination, or to satisfy other conditions to closing; changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; the ability to meet stock exchange listing standards following the consummation of the Business Combination; the risk that the Business Combination disrupts cur ren t plans and operations of the Company as a result of the announcement and consummation of the Business Combination; the ability to recognize the anticipated benefits of the Business Combination or to realize estimat ed pro forma results and underlying assumptions, including with respect to estimated shareholder redemptions; costs related to the Business Combination; changes in applicable laws or regulations; the evolution of the marke ts in which the Company competes; the inability of the Company to defend its intellectual property and satisfy regulatory requirements; the ability to implement business plans, forecasts, and other expectations after the com ple tion of the proposed Business Combination, and identify and realize additional opportunities; the risk of downturns and a changing regulatory landscape in the highly competitive pharmaceutical industry; the impact of the CO VID - 19 pandemic on the Company’s business; and other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward - Looking Statements” in Edoc’s final prospectus dated November 12, 2020, risks and uncertainties indicated in the Registration Statement and the definitive proxy statement to be delivered to Edoc’s shareholders, including those set forth under “Risk Factors” therein, and other documents filed or to be filed with the SEC b y Edoc . This Presentation concerns pharmaceuticals that are in development and which have not yet been approved for marketing by the U.S . Food and Drug Administration (FDA). No representation is made as to the safety or effectiveness of any of the products in development, nor for any products which may have applications pending before the FDA. An y trademarks, servicemarks , trade names and copyrights of the Company, Edoc and other companies contained in this Presentation are the property of their respective owners. Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from th e forward - looking statements. Neither Edoc nor Calidi is undertaking any obligation to provide any additional information or to update or revise any forward - looking statements whether as a result of new information, future even ts or otherwise and any such responsibility or liability is expressly disclaimed. You should not take any statement regarding past trends, activities or performance as a representation that the trends, activities or perfor man ce will continue in the future. Accordingly, you should not put undue reliance on these statements. This Presentation is not intended to constitute, and should not be construed, as investment advice. Solicitation Participants Edoc and Calidi , and certain of their respective directors and officer, under SEC rules, may be deemed to be participants in the eventual so lic itation of proxies of Edoc’s shareholders in connection with the proposed Business Combination. Prospective investors and securityholders may obtain more detailed information regarding the names and interest in the proposed transaction of such individuals in Edoc’s filings with the SEC, and such information will also be contained in the proxy statement/prospectus when available. You may obtain free copies of these doc ume nts from the sources indicated above. An investment in connection with the Calidi or the Business Combination is not an investment in any of Edoc’s sponsor, management team’s or strategic advisors’ past investments, companies or funds affiliated with them. The historical results of these persons, investments, companies, funds or affiliates are no guarantee of future performance. No Offer or Solicitation This Presentation does not constitute ( i ) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business C omb ination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to buy any security of Calidi , Edoc or any of their respective affiliates. There shall not be any sale of any securities in any state or jurisdiction in which s uc h offer, solicitation, or sale would be unlawful prior to registration or qualification under the laws of such other jurisdiction. No offering of securities shall be made except b y m eans of prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom. Forward - Looking Statements and Disclaimer (cont’d) © 2022 Calidi Biotherapeutics, Inc. І Company Proprietary; Patents issued and pending Page 3

© 2022 Calidi Biotherapeutics, Inc. І Company Proprietary; Patents issued and pending Transaction Summary Page 4 Transaction Details Overview Edoc Acquisition Corp. (NASDAQ: ADOC) is a publicly - listed special purpose acquisition company with $92M in cash $25M PIPE and $75M ELOC raised in support of the transaction $23M Trust backstop put in place in support of the transaction Valuation Pro forma enterprise value of $449M Pre - money enterprise value of $400M Capital Structure $105M of pro forma cash held on the balance sheet Ownership (1) 72% target shareholders; 23% SPAC IPO and founder shares; 5% PIPE investors Anticipated Timing Q2 2022 Kevin Chen Chief Executive Officer and Chairman of the Board Christine Zhao Chief Financial Officer and Director Edoc Acquisition Corp. Allan Camaisa Chairman & Chief Executive Officer George Ng President & Chief Operating Officer Stephen Thesing Chief Business Officer Boris Minev , M.D. President Medical & Scientific Affairs, Acting CMO Tony Kalajian Acting Chief Financial Officer Calidi Biotherapeutics (1) Assumes no redemptions

© 2022 Calidi Biotherapeutics, Inc. І Company Proprietary; Patents issued and pending Page 5 (1) The amounts from the various sources of cash may change based on (i) the amount of Public Stockholder redemptions prior to Cl osi ng, (ii) investor interest in the Acquisition and (iii) the then current markets for equity and debt financing (2) Includes deferred IPO fees and underwriter business combination fee (2.75%), capital market advisory & PIPE underwriter fees, pr ofessional services fees (legal, accounting, audit and DD), IR/PR fees and D&O insurance tail - end coverage premium (3) On basic shares, excluding diluted shares (warrants and any potential new awards under any combined company new equity incent ive plan All amounts in millions, except per share amounts Transaction Overview Sources (1) Amount Uses Amount SPAC Trust Equity $92 Cash to Balance Sheet $105 Rollover Existing Net Debt $0 Rollover Existing Net Debt $0 Seller Rollover Equity $400 Seller Rollover Equity $400 PIPE Investors $25 Cash to Seller Existing Shareholders $0 Total Sources $517 Estimated Transaction Fees2 $12 Total Uses $517 Pro Forma Capitalization Amount Pro Forma Valuation (3) Illustrative Price per Share $10.00 PF Shares Outstanding 55.4 Total Equity Value $554 Plus: Net Debt $0 Less: Cash from Investment ($105) Total Enterprise Value $449 72.2% 18.5% 4.5% 4.8% Seller Rollover Equity Edoc Public Shareholders Edoc Founder Shares PIPE Investors

Two Differentiated Stem Cell Platforms Large Target Markets in Areas of High Unmet Need Cutting Edge Stem Cell Manufacturing Processes Three Validated Development Programs Company Overview: Seeking to Eradicate Cancers Harnessing Allogeneic Cell - Based Immunotherapy Platforms © 2022 Calidi Biotherapeutics, Inc. І Company Proprietary; Patents issued and pending Page 6 1 2 4 3 NeuroNova (NNV): Neural stem cell product candidates loaded with oncolytic adenovirus SuperNova (SNV): Allogeneic Adipose - derived Mesenchymal Stem Cells (AD - MSC) loaded with oncolytic vaccinia virus First NNV programs target GBM, with a well - defined regulatory pathway and accelerated approval potential Trials with SNV will focus on multiple solid tumor types (TNBC, H&N, MME) NNV1: Ph1 trial completed in newly diagnosed GBM; Ph2 initiating 2H 2022; NNV2: Ph1 trial in recurrent GBM initiating 2H 2022 SNV: Ph1 trial in multiple solid tumor indications (TNBC, H&N, MME) initiating 1H 2023 Scalable, cost - efficient manufacturing platform and GMP - grade adipose - derived allogeneic stem cell bank sufficient to support commercial launch Opportunity to out - license cell bank products

Experienced Team with Proven Track Record ALLAN CAMAISA Chairman & CEO STEPHEN THESING CBO BORIS MINEV, M.D. President, Medical & Scientific Affairs, Acting CMO TONY KALAJIAN acting CFO THOMAS HERRMANN, PH.D. AVP, R&D WENDY PIZARRO, ESQ. CAO/CLO BARBARA HAERTL, PH.D. AVP, Manufacturing Operations ANTONIO SANTIDRIAN, PH.D. SVP, Head of R&D Exits: Page 7 © 2022 Calidi Biotherapeutics, Inc. І Company Proprietary; Patents issued and pending

Board of Directors Allan Camaisa Chairman & CEO . Led $ 20 M early - stage Series A round and oversaw collaboration agreement with National Institutes of Health . Led key account engagements, including Roche, Johnson & Johnson, the US Veterans Administration, and CMS . Ernst and Young Entrepreneur of the Year . Graduate of the USNA and Harvard Business School . Exits: Scott Leftwich Vice - Chairman . Former consultant for Hospital Corporation of America (HCA) . Former P - 3 pilot in the Navy . Holds an MBA from Harvard Business School & a BS from the USNA . George Ng Partner at PENG Life Science Ventures . Raised over $ 140 million in non - dilutive commercialization funding for co - founded pain medication company . Holds a JD degree from the University of Notre Dame School of Law & a BAS double degree in Biochemistry and Economics from UCD . Dr. Heehyoung Lee Co - founder and managing partner, LumeBio, Inc . Drug discovery and development veteran — advised Sanofi, Genentech, and Eli Lilly and Company . Recipient of American Heart Association Fellowship . Research published in scientific journals : Nature Medicine & Nature Reviews Cancer . Holds a Ph . D . in Pathology & Molecular Medicine . James A. Schoeneck Director & Chairman of the Board at Fibrogen, Inc . Oversaw the development and launch of Remicade® as VP and General Manager at Centocor, Inc . , now Janssen Biotech, Inc . Spent 13 years at Rhone - Poulenc Rorer, Inc . , now Sanofi . Holds a BS in Education from JSU . © 2022 Calidi Biotherapeutics, Inc. І Company Proprietary; Patents issued and pending

© 2022 Calidi Biotherapeutics, Inc. І Company Proprietary; Patents issued and pending Edoc Acquisition Corp. Board/Advisor Synergies Page 9 Dr. Gang Li, M.D., Ph.D., Member of Board of Directors Adjunct clinical faculty member at the Stanford University Pain Management Center Solid healthcare management experience and strong physician entrepreneur network Leading physician with the Comprehensive Spine & Sports Center specializing in the treatment of back and neck pain, cancer pain, and post - surgical pain. Experienced in autologous bone - marrow stem cell treatments. Extensive network of entrepreneurial physicians. Chairman of the Board of Directors of the Society of Chinese American Physician Entrepreneurs (400+ members), Vice President of the World Association of Chinese Doctors Dr. Yan Michael Li, M.D., Ph.D. , Lead Sponsor Investor Neuro Surgeon & Clinical Faculty at MD Anderson Cancer Center and SUNY Upstate Medical University Medical team member at MD Anderson with prior experience in treating patients with Adenovirus for Glioblastoma Interim CEO and Board Director, ExoNanoRNA , LLC, a platform biotechnology company developing a new class of RNA nanotechnology - based therapeutics for cancer, and vaccine. Founder and Director, Minimally Invasive Brain and Spine Institute (MIBSI), focusing on top - notch minimally invasive surgery and treatment research, development, and patient care outcome. Edoc provides access to 100+ medical oncologists at major hospitals and cancer centers in the USA

© 2022 Calidi Biotherapeutics, Inc. І Company Proprietary; Patents issued and pending Current Obstacles to Oncolytic Viral Therapy Page 10 Challenges using Oncolytic Viruses: The naked oncolytic viruses are quickly eliminated by the patient’s immune system This leads to limited therapeutic potential HUMAN CLINICAL SCENARIO when using naked virus ACTIVE ONCOLYTIC VIRUSES RAPID INACTIVATION BY PATIENT’S IMMUNE SYSTEM INACTIVATED ONCOLYTIC VIRUSES TUMOR

© 2022 Calidi Biotherapeutics, Inc. І Company Proprietary; Patents issued and pending CALIDI’S SOLUTION: Stem Cell - Based Platforms to Potentiate Oncolytic Viral Therapies Page 11 Stem cells loaded with oncolytic viruses are manufactured in a single off - the - shelf vial 1. Stem cell loaded with Oncolytic Viruses (OV) 2. Stem cell protects and amplifies OV 3. Protected viruses delivered to tumor cells, altering the TME and inducing an anti - tumor response in order to kill tumor cells TARGETED TUMOR

© 2022 Calidi Biotherapeutics, Inc. І Company Proprietary; Patents issued and pending Induction of Anti - Tumor Immune Response CALIDI’S ADVANCED THERAPEUTIC CANDIDATES ARE INTENDED TO ACT AS MONOTHERAPY OR IN COMBINATION WITH IMMUNO - ONCOLOGY AGENTS (CHECKPOINT INHIBITORS OR CAR - T, AMONG OTHERS) 1. TUMOR CELL RELEASES TARGET ANTIGENS 4. ACTIVATED T CELLS CAN NOW DETECT AND DESTROY DISTANT TUMORS 2. ANTIGEN PRESENTING CELLS PROCESS AND PRESENT ANTIGENS TO T CELLS INACTIVE T CELL ACTIVATED T CELL 3. T - CELL INITIATES ACTIVATION AND PROLIFERATION Page 12

Differentiated, Wholly - Owned Pipeline Targeting Multiple Cancer Indications & Non - Cancer Indications © 2022 Calidi Biotherapeutics, Inc. І Company Proprietary; Patents issued and pending Program Description Target Indications Discovery Non - clinical studies Phase 1 Phase 2 Phase 3 Calidi Worldwide Rights* NNV1 Allogeneic NSC - delivering CRAd - S - pk7 oncolytic virus Newly diagnosed Glioblastoma NNV2 Allogeneic NSC - delivering CRAd - S - pk7 oncolytic virus Recurring Glioblastoma SNV0 Autologous AD - MSC - delivering CAL1 oncolytic virus Solid tumors SNV1 Allogeneic AD - MSC - delivering CAL1 oncolytic virus Solid tumors (metastatic breast / melanoma / head and neck) SNV2 Allogeneic AD - MSC - delivering next generation CAL2 oncolytic virus Solid tumors AAA1 Allogeneic A dult A dipose tissue - derived A llogeneic MSCs Non - cancer indications * Calidi holds exclusive global rights to all of its programs NeuroNova SuperNova FDA - cleared IND – Entering Phase 2 FDA - cleared IND – Entering Phase 1 Physician sponsored 26 - patient safety trial (IRB) – Completed Phase 1 FDA Pre - IND filed – Entering Phase 1 FDA - cleared IND – Entering Phase 2 (COVID - 19) Non - cancer indications Page 13

Design for both intratumoral and systemic administration Resistance to rapid elimination by humoral immune system Higher amplification potential, reducing amount of required viral particles Viral - encoded therapeutic proteins are expressed at time of administration, immediately altering the TME Compatible with multiple Oncolytic Viruses Calidi’s Cell - Based Oncolytic Virus Platform Advantages Page 14 Platform Advantages © 2022 Calidi Biotherapeutics, Inc. І Company Proprietary; Patents issued and pending Scalable Manufacturing Process Proprietary cell and virus manufacturing processes Off - the - shelf product Manufacturing of cGMP master cells banks completed and fully characterized for multiple programs

Market Size (Seven Major Markets 1 ) Note: Prostate (all cases), Melanoma (all cases), TN=triple negative, Bladder (all cases) 1 U.S, Japan, and EU5 Indication CAGR (%) Head and Neck Cancer 21.6% Melanoma 5.28% Breast Cancer (TN) 11.22% Glioblastoma 7.54% 2020 2021 2022 2023 2024 2025 2026 Head and Neck 1,493.32 1,891.81 2,203.35 2,721.72 3,369.65 3,792.36 4,095.87 Melanoma 4,212.47 4,498.91 4,770.04 5,001.17 5,176.95 5,321.25 5,450.69 TN Breast 1,031.49 1,284.70 1,620.68 1,777.03 2,006.20 2,107.54 2,139.75 Glioblastoma 705.58 786.2 930.28 1,096.57 1,228.39 1,315.01 1,368.91 $0 $1,000 $2,000 $3,000 $4,000 $5,000 $6,000 Market Size ($ Millions) Epidemiology and Market Size Database; ©Global Data: Extracted June 2021 Melanoma: $34.4 Billion Head and Neck: $19.5 Billion TN Breast: $11.9 Billion Glioblastoma: $7.4 Billion Page 15 © 2022 Calidi Biotherapeutics, Inc. І Company Proprietary; Patents issued and pending

© 2022 Calidi Biotherapeutics, Inc. І Company Proprietary; Patents issued and pending 2.14 4.2 0 0 0.5 1 1.5 2 2.5 3 3.5 4 4.5 Market Size ($ billions) Global GBM Market Size Glioblastoma Market: Addressing an Urgent Unmet Medical Need 5 - year survival rate of 5%, median overall survival from first recurrence: 5 - 8 months Standard of care: surgery, radiation therapy, and local or systemic chemotherapy Given challenges in current treatments, such as crossing blood - brain barrier, GBM historically returns after remission 294,900 new cases diagnosed each year globally, resulting in the deaths of 241,000 patients Glioblastoma (GBM) Market Overview 2020 2028 CAGR: 8.8% Source: Grandview Research Page 17

© 2022 Calidi Biotherapeutics, Inc. І Company Proprietary; Patents issued and pending NeuroNova (NNV1) Platform Overview Image Source: Lancet Oncology Journal (June 29 th , 2021) » Possess inherent ability to distribute throughout tumor mass as well as migrate to distant tumor sites regardless of tumor size, anatomic location, or tissue type » Calidi’s product candidate, NeuroNova1 (NNV1), is comprised of an immortalized NSC line loaded with an engineered oncolytic adenovirus » Completed Phase 1 clinical trial documenting excellent safety and signals of efficacy in patients with newly diagnosed glioblastoma (GBM) Neural Stem Cells (NSC): Adenovirus ( CRAd - S - pk7) for NeuroNova Amplifies selectively in tumor cells Radiation treatment upregulates Survivin expression Page 18

© 2022 Calidi Biotherapeutics, Inc. І Company Proprietary; Patents issued and pending Neural Stem Cell Delivery of an Oncolytic Adenovirus in Newly Diagnosed Patients with Malignant Glioma: A First - in - Human, Phase 1 Clinical Trial (Lancet Oncology, 2021 Aug;22(8):1103 - 1114) NNV1 (NSC.CRAd - S - pk7) Phase 1 Trial Design Agent: NSC - CRAd - S - pk7: Neural stem cells loaded with CRAd - S - pk7 - a chimeric adeno viral vector containing a pk7 fiber modification and a survivin promoter driving E1A replication Study design: Open - label, phase 1, dose - escalation clinical trial in patients with newly diagnosed high - grade gliomas Methods: After neurosurgical resection, NSCCRAd - S - pk7 was injected into the walls of the resection cavity. Within 10 - 14 days, treatment with temozolomide and radiotherapy was initiated Endpoints: a) Primary endpoint: to determine the safety and toxicity profile and the maximum tolerated dose b) Secondary endpoint: to determine the best tumor response using the iRANO criteria, estimate survival outcomes in patients and evaluate quality of life while on treatment c) Exploratory endpoints: to evaluate blood immune responses and cytokine profiles and to determine whether survival rates corre lat ed with extent of immune response. Page 19

© 2022 Calidi Biotherapeutics, Inc. І Company Proprietary; Patents issued and pending NNV1 Clinical Trial Results Image Source: Lancet Oncology Journal (June 29 th , 2021) Treatment with NNV1 (NSC - CRAd - S - pk7) was safe and tolerable Treatment achieved favorable therapeutic outcomes in patients with newly diagnosed malignant glioma: best overall response saw one patient responding partially to treatment, another progressing, and 10 with stable disease The median progression - free survival was 9.05 months, and the median overall survival was 18.4 months Importantly, in the subset of patients with glioma containing an unmethylated MGMT promoter, the median progression - free survival and overall survivals were 8.8 vs. 5 months and 18.0 vs. 10 months, respectively Page 20

© 2022 Calidi Biotherapeutics, Inc. І Company Proprietary; Patents issued and pending $121.3 $424.6 $0 $50 $100 $150 $200 $250 $300 $350 $400 $450 Market Size ($ billions) Global Solid Tumor Market Size Solid Tumors: Overview 2020 2028 CAGR: 15.0% Source: Research and Markets; Cancer.org Page 22 1 in 6 women and 1 in 5 men are likely to develop solid tumors during their lifetime Standard of care: surgery, radiation therapy, immunotherapy, surgery, and local or systemic chemotherapy Despite cancer being the second leading cause of death in the US, behind heard disease, treatments are lacking for many patients ~1.9 million new cases diagnosed each year in the United States, resulting in the deaths of ~600,000 patients Solid Tumor Market Overview

© 2022 Calidi Biotherapeutics, Inc. І Company Proprietary; Patents issued and pending SuperNova Platform Overview » AD - MSC have significant advantages over other MSCs because of their ease of extraction, maintained potency with age of the donor, significant anti - inflammatory & immune - suppressive properties and documented tumor homing ability » Calidi’s product candidate, SuperNova1 (SNV1), is comprised of a GMP manufactured AD - MSC line loaded with an oncolytic vaccinia virus » Completed Phase 1 autologous cell clinical trial documenting excellent safety and signals of efficacy in 24 patients with advanced solid tumors and 2 patients with AML » Peer reviewed publication ( Journal Translational Medicine 2019 Aug 19;17(1):271) Adipose - derived Mesenchymal Stem Cells (AD - MSC) Not a serious human pathogen Safely used as a vaccine for smallpox Key natural attenuations improve tumor selectivity Highly cytolytic for most tumor types Large insertion capacity allows cloning of therapeutic payloads Vaccinia Virus (CAL1) for SuperNova Page 23

© 2022 Calidi Biotherapeutics, Inc. І Company Proprietary; Patents issued and pending First - in - human study of TK - positive oncolytic vaccinia virus delivered by adipose stromal vascular fraction cells SNV0: Phase 1 Trial Design Agent: SNV0: Adipose - derived autologous cells loaded with CAL1 – a non - modified oncolytic vaccinia virus Study design: Open - label, phase 1, dose - escalation clinical trial in patients with advanced solid tumors and AML Methods: Patients were treated with a single Intravenous, Intratumoral or Intraperitoneal injection of autologous cells loaded with CAL1 virus. Total virus dose: 1.4x10 6 – 1.8x10 7 live viral particles Endpoints: a) Primary endpoint: to determine the safety and toxicity profile and the maximum tolerated dose b) Secondary endpoint: to determine the best tumor response, estimate survival outcomes in patients and evaluate quality of l i fe while on treatment c) Exploratory endpoints: to evaluate presence of viral particles in patients' blood over time, blood immune responses and cytokine profiles and to determine whether survival rates correlated with viral presence in blood samples Page 24

© 2022 Calidi Biotherapeutics, Inc. І Company Proprietary; Patents issued and pending SI - 001 Patient Case: Patient #SI01 - 047 • Age/Sex: 68/M • Diagnosis: Thyroid Papillary Carcinoma • Stage IV • Treatment Date / Location: 7/19/17 BH • Treatment Details: IT in right lesion 37x10 6 SC in 0.75ml - (3.75x10 6 pfu) IT in left lesion 12x10 6 SC in 0.25ml - (1.25x10 6 pfu) Day 85 post - treatment Day 30 post - treatment Day 65 post - treatment Tumor Regression and Survival Potential Synergy With Immunotherapy (CTLA - 4: Yervoy) Minev, et al. J Transl Med (2019) 17:271 Page 25

© 2022 Calidi Biotherapeutics, Inc. І Company Proprietary; Patents issued and pending SI - 001 Patient Case: Patient #SI01 - 021. Day 52 post Day 194 post • Age/Sex: 70/M • Diagnosis: Metastatic Head & Neck SCC • Stage IV_B • Injected tumor was resistant to chemo - and radio - therapy • Treatment Date / Location: 12/17/2015 / BH • Treatment Details: IV 19.7x10 6 SC in 0.6ml - (1.9x10 6 PFU) IT 3.3x10 6 SC in 0.1ml / lesion in 3 lesions - (0.33x10 6 PFU / lesion) Day 17 post Day 45 post Tumor Regression and Survival Potential Synergy With Immunotherapy (PD - 1: Opdivo ®) Primary objective - Safety: Patient has self - limiting pox lesion at side of injection. Secondary objective, Response and Patient Survival: 43 days after treatment, patient received Opdivo ® (anti - PD - 1 treatment). 76 days after treatment, patient received local radiation therapy. 194 days post treatment, prior resistant tumor regressed. Patient still alive 19 months aft er SVF/CAL1 treatment Minev, et al. J Transl Med (2019) 17:271 Page 26

SNV0: Autologous Stem Cell Platform has Promise to Work in Multiple Indications © 2022 Calidi Biotherapeutics, Inc. І Company Proprietary; Patents issued and pending Discontinued monitoring of patients 1 year following their treatment Page 27

© 2022 Calidi Biotherapeutics, Inc. І Company Proprietary; Patents issued and pending Combined application of stem cells and vaccina virus was observed to be safe in all patients Results of the plasma cytokine assays suggested inflammatory reaction starting approximately 1 week after treatment. No cytokine storm was observed in any patient Results of the flow cytometry assays show induction of immune response with memory T cells approximately 1 month after treatment In 38% of patients, viral DNA reappeared in patient’s peripheral blood 1 week after treatment, indicative of intratumoral virus amplification without uncontrolled viremia or systemic toxicity. Viral DNA reappearance correlated with an increased survival SuperNova Clinical Observations and Development Pathway Page 28 SNV0 (Autologous AD - MSC - delivering CAL1 oncolytic virus) Clinical Observations SNV1 – ( allogeneic AD - MSC - delivering CAL1 oncolytic virus) Phase 1 study for the treatment of solid tumors (metastatic breast / melanoma / head and neck) Pre - IND meeting held 2Q 2021 cGMP Final Drug Product Manufacturing completed in 2H 2022, Phase 1 initiation in 2H 2023 Next Steps

© 2022 Calidi Biotherapeutics, Inc. І Company Proprietary; Patents issued and pending GMP Manufacturing for NeuroNova (NNV) and SuperNova (SNV) PROVEN PARTNERS AND PROCESSES: NNV: City of Hope – proven GMP track - record and ongoing production of CRAD - S - Pk7 SNV: Genscript ongoing production of CAL1 vaccinia virus HIGHLIGHTS: German subsidiary has 15+ years experience in optimized scale - up for production of GMP oncolytic viruses and cell banks GMP Allogeneic cell bank is complete, and the protocols for NeuroNova & SuperNova product are completed Existing GMP master stem cell banks can support clinical development and commercialization of multiple products CDMOs have been selected to manufacture final drug product and back - up manufacturing options have been identified Page 30

© 2022 Calidi Biotherapeutics, Inc. І Company Proprietary; Patents issued and pending Broad IP Protection Across All Clinical Programs in Development Allogeneic Adipose Tissue - derived and Neural Stem Cell Platforms for Delivery of Oncolytic Viruses Tropic Cell - Based Virotherapy for the Treatment of Cancer Smallpox Vaccine for Treatment of Cancer Combination Immunotherapy Approach for Treatment of Cancer Enhanced Systems for Cell Mediated Oncolytic Viral Therapy Cell - Based Vehicle for Potentiation of Viral Therapy Two US Issued Patents, One Pending Allowance in 4 significant territories Allowance in 11 significant territories Filed in 2018, Pending territories Filed in 2018, Pending territories Use of Neural Stem Cells to Deliver Oncolytic Adenovirus Use of Adipose Derived Stomal Cells (Autologous & Allogeneic) to Deliver Oncolytic Viruses Use of Stem Cells and Oncolytic Viruses, in Combination with Immunotherapies Methods to Potentiate and Deliver Naturally Occurring and Armed Viruses Using Stem Cells New Genetically Modified Cell Delivery Vehicles Improving Potency Page 31

Upcoming Milestones Page 32 Program Milestone Timing SNV1 Pre - IND Meeting √ Corporate Genscript Sales & Distribution Agreement √ NNV1 Northwestern University / City of Hope Agreements √ NNV1 GMP Manufacturing Completion 2H 2022 SNV1 cGMP Final Drug Product Manufacturing Completion 1H 2023 NNV2 Phase 1 Initiation 2H 2022 NNV1 Phase 1 Expansion/Phase 2 Initiation 2H 2022 NNV2 Phase 1 Data Initial Readout 2H 2023 NNV1 Phase 2 Data Initial Readout 2H 2023 SNV1 Phase 1 Initiation 2H 2023 © 2022 Calidi Biotherapeutics, Inc. І Company Proprietary; Patents issued and pending

Two Differentiated Stem Cell Platforms Large Target Markets in Areas of High Unmet Need Cutting Edge Stem Cell Manufacturing Processes Three Validated Development Programs Company Overview: Seeking to Eradicate Cancers Harnessing Allogeneic Cell - Based Immunotherapy Platforms © 2022 Calidi Biotherapeutics, Inc. І Company Proprietary; Patents issued and pending Page 33 1 2 4 3 NeuroNova (NNV) : Neural stem cell product candidates loaded with oncolytic adenovirus SuperNova (SNV) : Allogeneic Adipose - derived Mesenchymal Stem Cells (AD - MSC) loaded with oncolytic vaccinia virus First NNV programs target GBM, with a well - defined regulatory pathway and accelerated approval potential Trials with SNV will focus on multiple solid tumor types (TNBC, H&N, MME) NNV1: Ph1 trial completed in newly diagnosed GBM; Ph2 initiating 2H 2022; NNV2: Ph1 trial in recurrent GBM initiating 2H 2022 SNV: Ph1 trial in multiple solid tumor indications (TNBC, H&N, MME) initiating 1H 2023 Scalable, cost - efficient manufacturing platform and GMP - grade adipose - derived allogeneic stem cell bank sufficient to support commercial launch Opportunity to out - license cell bank products

NeuroNova Innovators and KOLs Page 35 Karen Aboody, MD » Professor, Department of Stem Cell Biology, City of Hope Cancer Center » Documented safety of administering therapeutic NSCs into the brain tumor resection cavity Successful proof of concept for stem cell - based tumor targeting » NeuroNova co inventor with 13+ years of research on the platform Matt Lesniak, MD » Professor, Department of Neurological Surgery, Northwestern University » Completed first - in - human Phase 1 trial with NSC - Adeno in patients with newly diagnosed GBM » NeuroNova co inventor with 13+ years of research on the platform

© 2022 Calidi Biotherapeutics, Inc. І Company Proprietary; Patents issued and pending Edoc Acquisition Corp. Overview Page 36 Seasoned management team with rich experience and complementary skill set in healthcare investment, management and technology development Extensive network of Chinese American physician entrepreneurs across 30+ medical specialties in world - class medical institutions , which can Help introduce healthcare services assets and provide post - merger value - add differentiation Provide strong post merger value - add differentiated services, e.g. telehealth consultation, best - practice training Edoc Acquisition Corp management team brings a strong physician network with a presence in almost every specialty and 40+ fro nt - line oncologists: American Physicians LLC (Sponsor) Society of Chinese American Physician Entrepreneurs World Association of Chinese Doctors # of Physicians 38 445 20,000+ # of medical specialty fields 20+ 30+ 30+ # of Cities/ Regions Represented 30+ All U.S. States and Canada North America, Europe, SG, Australia/NZ, China(Mainland, HK, Macau, TW) Healthcare institutions represented (selected) Mayo Clinic, Cleveland Clinic, New York Presbyterian Hospital, MD Anderson Cancer Center, Dana Farber Cancer Institute, Massachusetts General Hospital, Kaiser Permanente, UCLA Medical Center, UCSF Medical Center, Stanford University, Duke Unive rsi ty