FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • December 9th, 2022 • Edoc Acquisition Corp. • Biological products, (no disgnostic substances) • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of December 5, 2022, by the undersigned security holder of the Company (as defined below) (the “Subject Party”) in favor of and for the benefit of Australian Oilseeds Holdings Limited, upon execution of a joinder agreement to become party to this Agreement (a “Joinder”), a to-be-formed Cayman Islands exempted company (“Pubco”), EDOC Acquisition Corp., a Cayman Islands exempted company (together with its successors, including the Surviving Corporation (as defined in the Business Combination Agreement) “Purchaser”), Australian Oilseeds Investments Pty Ltd., an Australian proprietary company (the “Company”), and each of Pubco’s, Purchaser’s and/or the Company’s present and future Affiliates, successors and direct and indirect Subsidiaries (including the Company) (collectively with Pubco, Purchaser and the Company, the “Covered Parties”). Any capitalized term used, but not defined in t
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • December 9th, 2022 • Edoc Acquisition Corp. • Biological products, (no disgnostic substances) • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of December 5, 2022 by and among (i) EDOC Acquisition Corp., a Cayman Islands exempted company (together with its successors, “Purchaser”), (ii) American Physicians LLC, a Delaware limited liability company, in the capacity as the representative from and after the Closing (as defined below) for the shareholders of Purchaser and Pubco (as defined below) (other than the Sellers (as defined below)) in accordance with the terms and conditions of this Agreement (the “Purchaser Representative”), (iii) Australian Oilseeds Holdings Limited, upon execution of a joinder agreement to become party to this Agreement (a “Joinder”), a to-be-formed Cayman Islands exempted company (“Pubco”), (iv) AOI Merger Sub, upon execution of a Joinder, a to-be-formed Cayman Islands exempted company and a wholly-owned subsidiary of Pubco (“Merger Sub”), (v) Australian Oilseeds Investments Pty Ltd., an Australian proprietary company (
FIRST AMENDMENT TO LETTER AGREEMENTLetter Agreement • December 9th, 2022 • Edoc Acquisition Corp. • Biological products, (no disgnostic substances) • New York
THIS FIRST AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of December 5, 2022, by and among (i) EDOC Acquisition Corp., a Cayman Islands exempted company (the “Company”), (ii) Australian Oilseeds Investments Pty Ltd., an Australian private company (“AOI”), (iii) Australian Oilseeds Holdings Limited, upon execution of a joinder agreement to become party to this Agreement (a "Joinder"), a to-be-formed Cayman Islands exempted company (“Pubco”), (iv) American Physicians LLC, a Delaware limited liability company (the “Sponsor”) and (v) the undersigned individuals, each of whom is or was a member of the board of directors and/or the management team of Purchaser (each an “Insider” and collectively, the “Insiders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Original Agreement (as defined below), and if such term is not defined in the Original Agreement, then in the Business Combination
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • December 9th, 2022 • Edoc Acquisition Corp. • Biological products, (no disgnostic substances)
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into on as of December 5, 2022, by and among (i) American Physicians LLC, a Delaware limited liability company, (the “Sponsor”) (ii) Edoc Acquisition Corp., a Cayman Islands exempted company (“Purchaser”), (iii) Australian Oilseeds Investments Pty Ltd., an Australian proprietary company (the “Company”), and (iv) Australian Oilseeds Holdings Limited, upon execution of a joinder agreement to become party to this Agreement (a “Joinder”), a to-be-formed Cayman Islands exempted company (“Pubco”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • December 9th, 2022 • Edoc Acquisition Corp. • Biological products, (no disgnostic substances) • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of December 5, 2022, by and among (i) Australian Oilseeds Holdings Limited, upon execution of a joinder agreement to become party to this Agreement (a “Joinder”), a to-be-formed Cayman Islands exempted company (“Pubco”), (ii) American Physicians LLC, a Delaware limited liability company, solely in the capacity under the Business Combination Agreement (as defined below) as the Purchaser Representative (including any successor Purchaser Representative appointed in accordance therewith, the “Purchaser Representative”), and (iii) the undersigned (the “Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.
