Exhibit 10.2


 


Final Form


 


FORM OF NON-COMPETITION AND NON-SOLICITATION
AGREEMENT


 


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 this Agreement will have the meaning ascribed to such term in the Business Combination Agreement.


 


WHEREAS, on or about the date
hereof, (i) Purchaser, (ii) Pubco, (iii) 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”), (iv) American Physicians LLC, a Delaware limited liability
company, solely in the capacity as the Purchaser Representative thereunder (including any successor Purchaser Representative appointed
in accordance therewith, the “Purchaser Representative”), (v) the Company, (vi) Gary Seaton, in the capacity
as the Seller Representative thereunder”), and (vii) certain shareholders of the Company defined as Sellers therein (the “Sellers”),
including the Subject Party, are entering into that certain Business Combination Agreement (as amended from time to time in accordance
with the terms thereof, the “Business Combination Agreement”), pursuant to which, subject to the terms and conditions
thereof, among other matters, (a) Purchaser will merge with and into Merger Sub, with Purchaser continuing as the surviving entity (the
“Merger”), and as a result of which, (i) Purchaser will become a wholly-owned subsidiary of Pubco, and (ii)
each issued and outstanding security of Purchaser immediately prior to the Effective Time will no longer be outstanding and will automatically
cancelled, in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco, and (b) Pubco will
acquire all of the issued and outstanding Company Shares from the Sellers in exchange for ordinary shares of Pubco (the “Share
Exchange”), subject to the withholding of the Escrow Shares being deposited in the Escrow Account in accordance with the
terms and conditions of the Business Combination Agreement and the Escrow Agreement, all upon the terms and subject to the conditions
set forth in the Business Combination Agreement and in accordance with the provisions of applicable law;


 


WHEREAS, the Company (and
after the Share Exchange, Pubco), directly and indirectly through its Subsidiaries, engages in the business of processing, manufacturing
and selling non-GMO oilseeds and organic and non-organic food-grade oils, for the rapidly growing $265 billion oilseeds market, through
sourcing materials from suppliers focused on reducing the use of chemicals in consumables in order to supply healthier food ingredients,
vegetable oils, proteins and other products to customers globally (the “Business”);


 


WHEREAS, in connection with,
and as a condition to the execution and delivery of the Business Combination Agreement and the consummation of the Merger, the Share Exchange
and the other transactions contemplated thereby (collectively, the “Transactions”), and to enable Pubco and
Purchaser to secure more fully the benefits of the Transactions, including the protection and maintenance of the goodwill and confidential
information of the Company, Pubco and their respective Subsidiaries, each of Pubco and Purchaser has required that the Subject Party enter
into this Agreement;


 



     


     


    

 


WHEREAS, the Subject Party
is entering into this Agreement in order to induce Pubco, Purchaser and the Company to enter into the Business Combination Agreement and
consummate the Transactions, pursuant to which the Subject Party will directly or indirectly receive a material benefit; and


 


WHEREAS, the Subject Party,
as a former and/or current stockholder, director, officer and/or employee of the Company or its Subsidiaries (and after the Share Exchange,
Pubco), has contributed to the value of the Company and its Subsidiaries and has obtained extensive and valuable knowledge and confidential
information concerning the business of the Company and its Subsidiaries (and after the Share Exchange, Pubco).


 


NOW, THEREFORE, in order to
induce Pubco, Purchaser and the Company to enter into the Business Combination Agreement and consummate the Transactions, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Subject Party hereby agrees as follows:


 


1. Restriction
on Competition.


 


(a) Restriction.
The Subject Party hereby agrees that during the period from the Closing until the three (3) year anniversary of the Closing Date (such
period, the “Restricted Period”), the Subject Party will not, and will cause his or her Affiliates not to, without
the prior written consent of Pubco (which may be withheld in its sole discretion), anywhere in Australia, United States, India, Malaysia,
Singapore, India, China, Japan, New Zealand (the “Territory”), directly or indirectly engage in the Business
(other than through a Covered Party) or own, manage, finance or control, or participate in the ownership, management, financing or control
of, or become engaged or serve as an officer, director, member, partner, employee, agent, consultant, advisor or representative of, a
business or entity (other than a Covered Party) that engages in the Business (a “Competitor”). Notwithstanding
the foregoing, the Subject Party and his or her Affiliates may own passive investments of no more than two percent (2%) of any class of
outstanding equity interests in a Competitor that is publicly traded, so long as the Subject Party and his or her Affiliates and immediate
family members are not directly or indirectly involved in the management or control of such Competitor (“Permitted Ownership”).


 


(b) Acknowledgment.
The Subject Party acknowledges and agrees, based upon the advice of legal counsel and/or the Subject Party’s own education, experience
and training, that (i) the Subject Party possesses knowledge of confidential information of the Covered Parties and the Business, (ii)
the Subject Party’s execution of this Agreement is a material inducement to Purchaser and Pubco to enter into the Business Combination
Agreement and consummate the Transactions and to realize the goodwill of the Company and its Subsidiaries, for which the Subject Party
and/or his or her Affiliates will receive a substantial direct or indirect financial benefit, and that Purchaser and Pubco would not have
entered into the Business Combination Agreement or consummated the Transactions but for the Subject Party’s agreements set forth
in this Agreement; (iii) it would impair the goodwill of the Covered Parties and reduce the value of the assets of the Covered Parties
and cause serious and irreparable injury if the Subject Party and/or his or her Affiliates were to use their ability and knowledge by
engaging in the Business in competition with a Covered Party, and/or to otherwise breach the obligations contained herein and that the
Covered Parties would not have an adequate remedy at law because of the unique nature of the Business, (iv) the Subject Party and his
or her Affiliates have no intention of engaging in the Business (other than through the Covered Parties) during the Restricted Period
other than through Permitted Ownership, (v) the relevant public policy aspects of restrictive covenants, covenants not to compete and
non-solicitation provisions have been discussed, and every effort has been made to limit the restrictions placed upon the Subject Party
to those that are reasonable and necessary to protect the Covered Parties’ legitimate interests, (vi) the Covered Parties conduct
and intend to conduct the Business everywhere in the Territory and compete with other businesses that are or could be located in any part
of the Territory, (vii) the foregoing restrictions on competition are fair and reasonable in type of prohibited activity, geographic area
covered, scope and duration, (viii) the consideration provided to the Subject Party under this Agreement and the Business Combination
Agreement is not illusory, and (ix) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other
business interests of the Covered Parties.


 






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2. No
Solicitation; No Disparagement.


 


(a) No
Solicitation of Employees and Consultants. The Subject Party agrees that, during the Restricted Period, the Subject Party and his
or her Affiliates will not, without the prior written consent of Pubco (which may be withheld in its sole discretion), either on its own
behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of its duties on behalf of the
Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant or otherwise any Covered
Personnel (as defined below); (ii) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any
Covered Personnel to leave the service (whether as an employee, consultant or independent contractor) of any Covered Party; or (iii) in
any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any Covered Party; provided,
however, the Subject Party and its Affiliates will not be deemed to have violated this Section 2(a) if any Covered Personnel
voluntarily and independently solicits an offer of employment from the Subject Party or his or her Affiliate (or other Person whom any
of them is acting on behalf of) by responding to a general advertisement or solicitation program conducted by or on behalf of the Subject
Party or his or her Affiliate (or such other Person whom any of them is acting on behalf of) that is not targeted at such Covered Personnel
or Covered Personnel generally, so long as such Covered Personnel is not hired. For purposes of this Agreement, “Covered Personnel”
shall mean any Person who is or was an employee, consultant or independent contractor of the Covered Parties as of the date of the relevant
act prohibited by this Section 2(a) or during the one (1) year period preceding such date.


 


(b) Non-Solicitation
of Customers and Suppliers. The Subject Party agrees that, during the Restricted Period, the Subject Party and his or her Affiliates
will not, without the prior written consent of Pubco (which may be withheld in its sole discretion), individually or on behalf of any
other Person (other than, if applicable, a Covered Party in the performance of its duties on behalf of the Covered Parties), directly
or indirectly: (i) solicit, induce, encourage or otherwise knowingly cause (or attempt to do any of the foregoing) any Covered Customer
(as defined below) to (A) cease being, or not become, a client or customer of any Covered Party with respect to the Business or (B) reduce
the amount of business of such Covered Customer with any Covered Party, or otherwise alter such business relationship in a manner adverse
to any Covered Party, in either case, with respect to or relating to the Business; (ii) interfere with or disrupt (or attempt to interfere
with or disrupt) the contractual relationship between any Covered Party and any Covered Customer; (iii) divert any business with any Covered
Customer relating to the Business from a Covered Party; (iv) solicit for business, provide services to, engage in or do business with,
any Covered Customer for products or services that are part of the Business; or (v) interfere with or disrupt (or attempt to interfere
with or disrupt), any Person that was a vendor, supplier, distributor, agent or other service provider of a Covered Party at the time
of such interference or disruption, for a purpose competitive with a Covered Party as it relates to the Business. For purposes of this
Agreement, a “Covered Customer” shall mean any Person who is or was an actual customer or client (or prospective
customer or client with whom a Covered Party actively marketed or made or taken specific action to make a proposal) of a Covered Party
as of the date of the relevant act prohibited by this Section 2(b) or during the one (1) year period preceding such date.


 






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(c) Non-Disparagement.
The Subject Party agrees that from and after the Closing until the Second (2nd) anniversary of the end of the Restricted Period,
the Subject Party and his or her Affiliates will not, directly or indirectly engage in any conduct that involves the making or publishing
(including through electronic mail distribution or online social media) of any written or oral statements or remarks (including the repetition
or distribution of derogatory rumors, allegations, negative reports or comments) that are disparaging, deleterious or damaging to the
integrity, reputation or good will of one or more Covered Parties or their respective management, officers, employees, independent contractors
or consultants. Notwithstanding the foregoing, subject to Section 3 below, the provisions of this Section 2(c) shall not
restrict the Subject Party from providing truthful testimony or information in response to a subpoena or investigation by a Governmental
Authority or in connection with any legal action by the Subject Party or his or her Affiliate against any Covered Party under this Agreement,
the Business Combination Agreement or any other Ancillary Document that is asserted by the Subject Party or his or her Affiliate in good
faith.


 


3. Confidentiality.
From and after the Closing Date, the Subject Party will, and will cause its Representatives to, keep confidential and not (except,
if applicable, in the performance of its duties on behalf of the Covered Parties) directly or indirectly use, disclose, reveal, publish,
transfer or provide access to, any and all Covered Party Information without the prior written consent of Pubco (which may be withheld
in its sole discretion). As used in this Agreement, “Covered Party Information” means all material and information
relating to the business, affairs and assets of any Covered Party, including material and information that concerns or relates to such
Covered Party’s bidding and proposal, technical information, computer hardware or software, administrative, management, operational,
data processing, financial, marketing, sales, human resources, business development, planning and/or other business activities, regardless
of whether such material and information is maintained in physical, electronic, or other form, that is: (A) gathered, compiled, generated,
produced or maintained by such Covered Party through its Representatives, or provided to such Covered Party by its suppliers, service
providers or customers; and (B) intended and maintained by such Covered Party or its Representatives, suppliers, service providers or
customers to be kept in confidence. The obligations set forth in this Section 3 will not apply to any Covered Party Information
where the Subject Party can prove that such material or information: (i) is known or available through other lawful sources not bound
by a confidentiality agreement with, or other confidentiality obligation to, any Covered Party; (ii) is or becomes publicly known through
no violation of this Agreement or other non-disclosure obligation of the Subject Party or any of its Representatives; (iii) is already
in the possession of the Subject Party at the time of disclosure through lawful sources not bound by a confidentiality agreement or other
confidentiality obligation as evidenced by the Subject Party’s documents and records; or (iv) is required to be disclosed pursuant
to an order of any administrative body or court of competent jurisdiction (provided that (A) the applicable Covered Party is given reasonable
prior written notice, (B) the Subject Party cooperates (and causes its Representatives to cooperate) with any reasonable request of any
Covered Party to seek to prevent or narrow such disclosure and (C) if after compliance with clauses (A) and (B) such disclosure is still
required, the Subject Party and its Representatives only disclose such portion of the Covered Party Information that is expressly required
by such order, as it may be subsequently narrowed).


 



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4. Representations
and Warranties. The Subject Party hereby represents and warrants, to and for the benefit of the Covered Parties as of the date of
this Agreement and as of the Closing Date, that: (a) the Subject Party has full power and capacity to execute and deliver, and to perform
all of the Subject Party’s obligations under, this Agreement; and (b) neither the execution and delivery of this Agreement nor the
performance of the Subject Party’s obligations hereunder will result directly or indirectly in a violation or breach of any agreement
or obligation by which the Subject Party is a party or otherwise bound. By entering into this Agreement, the Subject Party certifies and
acknowledges that the Subject Party has carefully read all of the provisions of this Agreement, and that the Subject Party voluntarily
and knowingly enters into this Agreement.


 


5. Remedies.
The covenants and undertakings of the Subject Party contained in this Agreement relate to matters which are of a special, unique and
extraordinary character and a violation of any of the terms of this Agreement may cause irreparable injury to the Covered Parties, the
amount of which may be impossible to estimate or determine and which cannot be adequately compensated. The Subject Party agrees that,
in the event of any breach or threatened breach by the Subject Party of any covenant or obligation contained in this Agreement, each applicable
Covered Party will be entitled to obtain the following remedies (in addition to, and not in lieu of, any other remedy at law or in equity
or pursuant to the Business Combination Agreement or the other Ancillary Documents that may be available to the Covered Parties, including
monetary damages), and a court of competent jurisdiction may award: (i) an injunction, restraining order or other equitable relief restraining
or preventing such breach or threatened breach, without the necessity of proving actual damages or that monetary damages would be insufficient
or posting bond or security, which the Subject Party expressly waives; and (ii) recovery of the Covered Party’s attorneys’
fees and costs incurred in enforcing the Covered Party’s rights under this Agreement. The Subject Party hereby consents to the award
of any of the above remedies to the applicable Covered Party in connection with any such breach or threatened breach. The Subject Party
hereby acknowledges and agrees that in the event of any breach of this Agreement, any value attributed or allocated to this Agreement
(or any other non-competition agreement with the Subject Party) under or in connection with the Business Combination Agreement shall not
be considered a measure of, or a limit on, the damages of the Covered Parties.


 


6. Survival
of Obligations. The expiration of the Restricted Period will not relieve the Subject Party of any obligation or liability arising
from any breach by the Subject Party of this Agreement during the Restricted Period. The Subject Party further agrees that the time period
during which the covenants contained in Section 1, 2 and 3 and of this Agreement will be effective will be computed
by excluding from such computation any time during which the Subject Party is in violation of any provision of such Sections.


 






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7. Miscellaneous.


 


(a) Notices.
All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when
delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii) one Business Day
after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed,
if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party at the following
addresses (or at such other address for a party as shall be specified by like notice):


 


	 	 
	
    If to Purchaser prior to the Closing, to:

     

    Edoc Acquisition Corp.

    7612 Main Street Fishers, Suite 200

    Victor, New York 14564

    Attn: Kevin Chen, CEO

    Telephone No.: (585) 678-1198

    Email: kevin.chen@edocmed.net
	
    with a copy (that will not constitute notice)
    to:

     

    Ellenoff Grossman & Schole LLP

    1345 Avenue of the Americas, 11th Floor

    New York, New York 10105, USA

    Attn: Barry I. Grossman, Esq.

    Facsimile No.: (212) 370-7889

    Telephone No.: (212) 370-1300

    Email: bigrossman@egsllp.com

     

	
     

    If to the Company or Pubco prior to the Closing,
    to:

     

    Australian Oilseeds Investments Pty Ltd.

    126 – 142 Cowcumbla Street, Cootamundra

    Site 2: 52 Fuller Drive Cootamundra

    PO Box 263 Cootamundra 2590

    Attn: Gary Seaton., Chairman and CEO

    Telephone No.: 02 6942 4347

    Email: gary@energreennutrition.com.au

     

     
	
     

    with a copy (that will not constitute notice)
    to: 

     

    Rimôn PC

    1990 K Street, NW Suite 420

    Washington, DC, 20006

    Attn:  Debbie Klis, Esq.

              Debra Vernon, Esq.

    Facsimile No.: (202) 935-3390

    Telephone No.: (202) 935-3390

    Email: debbie.klis@rimonlaw.com

    debra.vernon@rimonlaw.com

     

	
     

    If to Purchaser, Pubco, the Company or any other
    Covered Party from or after the Closing, to:

     

    [Post-Closing Pubco Name]

    126 – 142 Cowcumbla Street, Cootamundra

    Site 2: 52 Fuller Drive Cootamundra

    PO Box 263 Cootamundra 2590

    Attn: Gary Seaton, Chairman and CEO

    Telephone No.: 02 6942 4347

    Email: gary@energreennutrition.com.au

     
	
     

    with a copy (that will not constitute notice)
    to: 

     

    Rimôn PC

    1990 K Street, NW Suite 420

    Washington, DC, 20006

    Attn:  Debbie Klis, Esq.

              Debra Vernon, Esq.

    Facsimile No.: (202) 935-3390

    Telephone No.: (202) 935-3390

    Email: debbie.klis@rimonlaw.com

    debra.vernon@rimonlaw.com

     

	

                                                                                 

                                                                                If to the Subject Party, to:

                                                                                 the
address below the Subject Party’s name on the signature page to this Agreement.



 






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(b) Integration
and Non-Exclusivity. This Agreement, the Business Combination Agreement and the other Ancillary Documents contain the entire agreement
between the Subject Party and the Covered Parties concerning the subject matter hereof. Notwithstanding the foregoing, the rights and
remedies of the Covered Parties under this Agreement are not exclusive of or limited by any other rights or remedies which they may have,
whether at law, in equity, by contract or otherwise, all of which will be cumulative (and not alternative). Without limiting the generality
of the foregoing, the rights and remedies of the Covered Parties, and the obligations and liabilities of the Subject Party and its Affiliates,
under this Agreement, are in addition to their respective rights, remedies, obligations and liabilities (i) under the laws of unfair competition,
misappropriation of trade secrets, or other requirements of statutory or common law, or any applicable rules and regulations and (ii)
otherwise conferred by contract, including the Business Combination Agreement and any other written agreement between the Subject Party
or its Affiliate and any of the Covered Parties. Nothing in the Business Combination Agreement will limit any of the obligations, liabilities,
rights or remedies of the Subject Party or the Covered Parties under this Agreement, nor will any breach of the Business Combination Agreement
or any other agreement between the Subject Party or its Affiliate and any of the Covered Parties limit or otherwise affect any right or
remedy of the Covered Parties under this Agreement. If any term or condition of any other agreement between the Subject Party or its Affiliate
and any of the Covered Parties conflicts or is inconsistent with the terms and conditions of this Agreement, the more restrictive terms
will control as to the Subject Party or its Affiliate, as applicable.


 


(c) Severability;
Reformation. Each provision of this Agreement is separable from every other provision of this Agreement. If any provision of this
Agreement is found or held to be invalid, illegal or unenforceable, in whole or in part, by a court of competent jurisdiction, then (i)
such provision will be deemed amended to conform to applicable laws so as to be valid, legal and enforceable to the fullest possible extent,
(ii) the invalidity, illegality or unenforceability of such provision will not affect the validity, legality or enforceability of such
provision under any other circumstances or in any other jurisdiction, and (iii) the invalidity, illegality or unenforceability of such
provision will not affect the validity, legality or enforceability of the remainder of such provision or the validity, legality or enforceability
of any other provision of this Agreement. The Subject Party and the Covered Parties will substitute for any invalid, illegal or unenforceable
provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of
such invalid, illegal or unenforceable provision. Without limiting the foregoing, if any court of competent jurisdiction determines that
any part hereof is unenforceable because of the duration, geographic area covered, scope of such provision, or otherwise, such court will
have the power to reduce the duration, geographic area covered or scope of such provision, as the case may be, and, in its reduced form,
such provision will then be enforceable. The Subject Party will, at a Covered Party’s request, join such Covered Party in requesting
that such court take such action.


 


(d) Amendment;
Waiver. This Agreement may not be amended or modified in any respect, except by a written agreement executed by the Subject Party,
Pubco, Purchaser and, from and after the Closing, the Purchaser Representative (or their respective permitted successors or assigns).
No waiver will be effective unless it is expressly set forth in a written instrument executed by the waiving party (and from and after
the Closing if such waiving party is a Covered Party, the Purchaser Representative) and any such waiver will have no effect except in
the specific instance in which it is given. Any delay or omission by a party in exercising its rights under this Agreement, or failure
to insist upon strict compliance with any term, covenant, or condition of this Agreement will not be deemed a waiver of such term, covenant,
condition or right, nor will any waiver or relinquishment of any right or power under this Agreement at any time or times be deemed a
waiver or relinquishment of such right or power at any other time or times.


 






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(e) Dispute
Resolution. Any and all disputes, controversies and claims (other than applications for a temporary restraining order, preliminary
injunction, permanent injunction or other equitable relief or application for enforcement of a resolution under this Section 7(g) arising
out of, related to, or in connection with this Agreement or the transactions contemplated hereby (a “Dispute”)
shall be governed by this Section 7(g). A Party must, in the first instance, provide written notice of any Disputes to the other Parties
subject to such Dispute, which notice must provide a reasonably detailed description of the matters subject to the Dispute. The Parties
involved in such Dispute shall seek to resolve the Dispute on an amicable basis within forty-five (45) days of the notice of such Dispute
being received by such other Parties subject to such Dispute (the “Resolution Period”); provided, that if any
Dispute would reasonably be expected to have become moot or otherwise irrelevant if not decided within forty-five (45) days after the
occurrence of such Dispute, then there shall be no Resolution Period with respect to such Dispute. Any Dispute that cannot be resolved
during the Resolution Period shall immediately be referred to mediation conducted by the Brisbane Supreme Court in Brisbane, Australia.
Any Dispute that is not resolved through mediation may immediately be referred to and finally resolved by arbitration pursuant to the
then-existing Expedited Procedures (as defined in the AAA Procedures) of the Commercial Arbitration Rules (the “AAA Procedures”)
of the AAA. Any Party involved in such Dispute may submit the Dispute to the AAA to commence the proceedings after the Resolution Period.
To the extent that the AAA Procedures and this Agreement are in conflict, the terms of this Agreement shall control. The arbitration shall
be conducted by one arbitrator nominated by the AAA promptly (but in any event within five (5) Business Days) after the submission of
the Dispute to the AAA and reasonably acceptable to each Party subject to the Dispute, which arbitrator shall be a commercial lawyer with
substantial experience arbitrating disputes under acquisition agreements. The arbitrator shall accept his or her appointment and begin
the arbitration process promptly (but in any event within five (5) Business Days) after his or her nomination and acceptance by the Parties
subject to the Dispute. The proceedings shall be streamlined and efficient. The arbitrator shall decide the Dispute in accordance with
the substantive law of the state of New York. Time is of the essence. Each Party subject to the Dispute shall submit a proposal for resolution
of the Dispute to the arbitrator within twenty (20) days after confirmation of the appointment of the arbitrator. The arbitrator shall
have the power to order any Party subject to the Dispute to do, or to refrain from doing, anything consistent with this Agreement, the
Ancillary Documents and applicable Law, including to perform its contractual obligation(s); provided, that the arbitrator shall be limited
to ordering pursuant to the foregoing power (and, for the avoidance of doubt, shall order) the relevant Party (or Parties, as applicable)
to comply with only one or the other of the proposals. The arbitrator’s award shall be in writing and shall include a reasonable
explanation of the arbitrator’s reason(s) for selecting one or the other proposal. The seat of arbitration shall be in New York
County, State of New York. The language of the arbitration shall be English.


 


(f) Governing
Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State of New York
without regard to the conflict of laws principles thereof. Subject to Section 7(e), all Actions arising out of or relating to this
Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate courts
thereof) (the “Specified Courts”). Subject to Section 7(e), each party hereto hereby (a) submits to the
exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any
party hereto, (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that
it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution,
that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions
contemplated hereby may not be enforced in or by any Specified Court and (c) waives any bond, surety or other security that might be required
of any other party with respect thereto. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced
in other jurisdictions by suit on the judgment or in any other manner provided by Law or in equity. Each party irrevocably consents to
the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated
by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable
address set forth in Section 7(a). Nothing in this Section 7(f) shall affect the right of any party to serve legal process
in any other manner permitted by Law.


 


(g) WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 7(g). ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 7(g) WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.


 






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(h) Successors
and Assigns; Third Party Beneficiaries. This Agreement will be binding upon the Subject Party and the Subject Party’s estate,
successors and assigns, and will inure to the benefit of the Covered Parties, and their respective successors and assigns. Each Covered
Party may freely assign any or all of its rights under this Agreement, at any time, in whole or in part, to any Person which acquires,
in one or more transactions, at least a majority of the equity securities (whether by equity sale, merger or otherwise) of such Covered
Party or all or substantially all of the assets of such Covered Party and its Subsidiaries, taken as a whole, without obtaining the consent
or approval of the Subject Party. The Subject Party agrees that the obligations of the Subject Party under this Agreement are personal
and will not be assigned by the Subject Party. Each of the Covered Parties are express third party beneficiaries of this Agreement and
will be considered parties under and for purposes of this Agreement.


 


(i) Purchaser
Representative Authorized to Act on Behalf of Covered Parties. The parties acknowledge and agree that from and after the Closing the
Purchaser Representative is authorized and shall have the sole right to act on behalf of Pubco, Purchaser and the other Covered Parties
under this Agreement, including the right to enforce Pubco’s, Purchaser’s and the other Covered Parties’ rights and
remedies under this Agreement. Without limiting the foregoing, in the event that the Subject Party serves as a director, officer, employee
or other authorized agent of a Covered Party, the Subject Party shall have no authority, express or implied, to act or make any determination
on behalf of a Covered Party in connection with this Agreement or any dispute or Action with respect hereto.


 


(j) Construction.
The Subject Party acknowledges that the Subject Party has been represented by counsel, or had the opportunity to be represented by counsel
of the Subject Party’s choice. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party
will not be applied in the construction or interpretation of this Agreement. Neither the drafting history nor the negotiating history
of this Agreement will be used or referred to in connection with the construction or interpretation of this Agreement. The headings and
subheadings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
of this Agreement. In this Agreement: (i) the words “include,” “includes” and “including” when used
herein shall be deemed in each case to be followed by the words “without limitation”; (ii) the definitions contained herein
are applicable to the singular as well as the plural forms of such terms; (iii) whenever required by the context, any pronoun shall include
the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and
vice versa; (iv) the words “herein,” “hereto,” and “hereby” and other words of similar import shall
be deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement;
(v) the word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase
“and only if”; (vi) the term “or” means “and/or”; and (vii) any agreement or instrument defined or
referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time
amended, modified or supplemented, including by waiver or consent and references to all attachments thereto and instruments incorporated
therein.


 


(k) 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. A photocopy,
faxed, scanned and/or emailed copy of this Agreement or any signature page to this Agreement, shall have the same validity and enforceability
as an originally signed copy.


 


(l) Effectiveness.
This Agreement shall be binding upon the Subject Party upon the Subject Party’s execution and delivery of this Agreement, but this
Agreement shall only become effective upon the consummation of the Transactions. In the event that the Business Combination Agreement
is validly terminated in accordance with its terms prior to the consummation of the Transactions, this Agreement shall automatically terminate
and become null and void, and the parties shall have no obligations hereunder.


 


[Remainder of Page Intentionally Left Blank;
Signature Page Follows]


 






    9


     


    

 


IN WITNESS WHEREOF, the undersigned
has duly executed and delivered this Non-Competition and Non-Solicitation Agreement as of the date first written above.


 


	 	Subject Party:
	 	 
	 	[________________________________]

	 	 
	 	By:	                                                                      
	 	Name: 	 
	 	Title:	 



 


	 	Address for Notice:
	 	 
	 	Address:	
	 	 
	 	 



 


	 	Facsimile No.:	                                  






	 	Telephone No.:	         






	 	Email:	                 



 


{Signature Page to Non-Competition Agreement}


 






     


     


    

 


Acknowledged and accepted as of the date
first written above:


 


	Pubco:
	 
	AUSTRALIAN OILSEEDS HOLDINGS LIMITED
	 
	By:	                                           	 
	Name:	 	 
	Title:	 	 
	 
	Purchaser:
	 
	EDOC ACQUISITION CORP.
	 
	By:	 	 
	Name: 	 	 
	Title:	 	 
	 
	The Company:
	 
	AUSTRALIAN OILSEEDS INVESTMENTS PTY LTD. 
	 
	By:	 	 
	Name: 	 	 
	Title:	 	 
	 
	The Purchaser Representative:
	 
	AMERICAN PHYSICIANS LLC, solely in the 

capacity as the Purchaser Representative
	 
	By:	 	 
	Name: 	 	 
	Title:	 	 



 


{Signature Page to
Non-Competition Agreement}