Exhibit 10.3


 


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 9, 2022, by ________________ (the
“Subject Party”) in favor of and for the benefit of Better World Acquisition Corp., a Delaware corporation (together
with its successors, the “SPAC”), HDH Newco, Inc., a Delaware
corporation and a wholly owned subsidiary of the SPAC (“Pubco”), Heritage Distilling Holding Company,
Inc., a Delaware corporation (together with its successors, the “Company”), and each of the SPAC’s, Pubco’s
and/or the Company’s respective present and future Affiliates, successors and direct and indirect Subsidiaries (collectively with
the SPAC, Pubco 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 (as defined below).


 


WHEREAS, on or
about the date hereof, Pubco, the SPAC, the Company, BWA Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of
Pubco (“SPAC Merger Sub”), HD Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of
Pubco (“Company Merger Sub” and, together with SPAC Merger Sub, the “Merger
Subs”), BWA Holdings LLC, a Delaware limited liability company, in the capacity as the representative from and after
the Effective Time for certain stockholders of the SPAC (the “SPAC Representative”), and Justin Stiefel,
in the capacity as the representative from and after the Effective Time for the Company Earnout Participants, entered into that
certain Business Combination Agreement (as amended, supplemented and/or restated from time to time in accordance with the terms
thereof, the “Business Combination Agreement”), pursuant to which, among other matters, (i) SPAC Merger
Sub will merge with and into the SPAC, with the SPAC continuing as the surviving entity (the “SPAC
Merger”), and, in connection therewith, (A) each share of SPAC Common Stock issued and outstanding immediately prior
to the Effective Time shall be cancelled in exchange for the right of the holder thereof to receive, with respect to each share of
SPAC Common Stock that is not redeemed or converted in the Closing Redemption, one share of Pubco Common Stock and one CVR (subject
to the holders of Founder Shares and Representative Shares waiving their right to receive CVRs for such shares pursuant to the CVR
Funding and Waiver Letter), and (B) Pubco shall assume all of the outstanding SPAC Warrants and each SPAC Warrant shall become a
warrant to purchase the same number of shares of Pubco Common Stock at the same exercise price during the same exercise period and
otherwise on the same terms as the SPAC Warrant being assumed; (ii) Company Merger Sub shall merge with and into the Company, with
the Company continuing as the surviving entity (the “Company Merger”, and together with the SPAC Merger,
the “Mergers”), and in connection therewith, (A) the shares of capital stock of the Company issued and
outstanding immediately prior to the Effective Time shall be cancelled in exchange for the right of the holders thereof to receive
shares of Pubco Common Stock as set forth in the Business Combination Agreement, (B) holders of Company Interim Notes shall receive
shares of Pubco Common Stock separate from the Stockholder Merger Consideration, (C) Pubco shall assume all of the outstanding
Company Financing/Interim Warrants and each Company Financing/Interim Warrant shall become a warrant to purchase shares of Pubco
Common Stock with the number of shares and exercise price thereof equitably adjusted in accordance with the Business Combination
Agreement, (D) each Contributed Warrant shall be contributed to Pubco and exchanged for the right to receive such number of shares
of Pubco Common Stock as such holder of a Contributed Warrant would have received pursuant to Section 1.14(a) of the Business
Combination Agreement if such Contributed Warrant had been exercised immediately prior to the Effective Time for the number of
shares of Company Common Stock set forth in the Contribution Agreement, (E) each Restricted Stock Unit Award outstanding immediately
prior to the Effective Time, as amended in accordance with the Business Combination Agreement and the RSU Award Amendments, shall be
assumed by Pubco, with the number of RSU Shares underlying such Restricted Stock Unit Award to be adjusted in accordance with the
Business Combination Agreement, and (F) all other Company Convertible Securities shall be terminated; and (iii) as a result of such
Mergers, the SPAC and the Company each will become wholly owned subsidiaries of Pubco, and Pubco will become a publicly traded
company (such transactions, together with the other transactions contemplated by the Business Combination Agreement, the
“Transactions”), all upon the terms and subject to the conditions set forth in this Agreement and in
accordance with the provisions of the DGCL and other applicable law;


 






     


     


    

 


WHEREAS, the Subject
Party’s execution of this Agreement is a material inducement to Pubco, the SPAC and the Company to consummate the Transactions and
to realize the goodwill of the SPAC and the Company and each of their Subsidiaries, for which the Subject Party and/or its Affiliates
will receive a substantial direct or indirect financial benefit which the Subject Party agrees constitutes adequate consideration for
entering into this Agreement;


 


WHEREAS, the Company,
directly and indirectly through its Subsidiaries, engages in the business of distilling craft spirits, including whiskeys, vodkas, gins
and rums, for the wholesale market, operating Company-branded retail tasting rooms and partnering with Native American Indian Tribes on
product and retail operations of related activities on their lands (collectively, 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 Transactions,
and to enable Pubco to secure more fully the benefits of the Transactions, including the protection and maintenance of the goodwill and
confidential information of the Company and its Subsidiaries, Pubco and the SPAC have required that the Subject Party enter into this
Agreement;


 


WHEREAS, the Subject
Party is entering into this Agreement in order to induce Pubco 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 direct or indirect equity holder, director, officer, or employee of the Company 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.


 


NOW, THEREFORE, in
order to induce Pubco to enter into the Business Combination Agreement and consummate the Transactions, and for other good and valuable
consideration, the receipt and sufficiency of which are 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 two (2)-year anniversary of the Closing Date (the “Restricted
Period”), the Subject Party will not, and will cause its Affiliates not to, directly or indirectly, without the prior written
consent of Pubco (which may be withheld in its sole discretion), anywhere in the United States of America or in any other markets, countries
or territories in which the Covered Parties are engaged, or are actively contemplating to become engaged, in the Business, in each case,
as of the Closing Date (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, contractor, 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 its Affiliates may own passive investments of no more than two percent (2%) of any class of outstanding equity interests
in a Competitor (i) that is publicly traded or (ii) that has offered securities pursuant to Title IV of the Jumpstart Our Business Startups
(JOBS) Act and the rules and regulations promulgated by the U.S. Securities and Exchange Commission pursuant thereto, in each case, so
long as the Subject Party and its Affiliates and immediate family members of any of them are not involved in the management or control
of such Competitor (“Permitted Ownership”).


 






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(b) Acknowledgment.
The Subject Party acknowledges and agrees, based upon the advice of legal counsel which the Subject Party acknowledges has been sought
by and provided to the Subject Party to its satisfaction and/or the Subject Party’s own education, experience and training, that
(i) the Subject Party possesses knowledge of confidential information of the Company and its Subsidiaries and the Business, (ii) the Subject
Party’s execution of this Agreement is a material inducement to Pubco and the Company to consummate the Transactions and to realize
the goodwill of the Company and its Subsidiaries, for which the Subject Party and/or its Affiliates will receive a substantial direct
or indirect financial benefit which the Subject Party agrees constitutes adequate consideration for entering into this Agreement, and
that Pubco, the SPAC and the Company 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 Company and its Subsidiaries
and reduce the value of the assets of the Company and its Subsidiaries and cause serious and irreparable injury if the Subject Party were
to use the Subject Party’s 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 its 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 and do not impose an undue hardship on the Subject Party and will not prevent the
Subject Party from earning a living, (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.


 


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 its
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 the Subject Party’s 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 business 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 its Affiliate (or other
Person whom any of them is acting on behalf of) by responding to a general advertisement or solicitation program (including recruitment
efforts conducted by any recruitment agency, search firm or similar agency) conducted by or on behalf of the Subject Party or its 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.
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 such date of the relevant act prohibited by this Section 2(a) or during
the two (2)-year period preceding such date.


 






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(b) Non-Solicitation
of Customers and Suppliers. The Subject Party agrees that, during the Restricted Period, the Subject Party and its Affiliates will
not, directly or indirectly, 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 the Subject Party’s 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, contractor or client (or prospective customer, contractor 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 such date of the relevant act prohibited by this Section 2(b)
or during the two (2)-year period preceding such date.


 


(c) Non-Disparagement.
The Subject Party agrees that from and after the Closing until the two (2)-year anniversary of the end of the Restricted Period, the Subject
Party and its 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) will not restrict the Subject
Party or its Affiliates 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 its 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 its Affiliate in good faith,
or as otherwise required pursuant to applicable Law.


 


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 the Subject Party’s 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 (as defined below) 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, customers, sales, human resources, employees, vendors, business development,
planning and/or other business activities, regardless of whether such material and information is maintained in physical, electronic,
or other form, to the extent that it 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. Covered Party Information also includes information
disclosed to any Covered Party by a third party to the extent that a Covered Party has an obligation of confidentiality in connection
therewith. The obligations set forth in this Section 3 will not apply to any Covered Party Information that: (i) is known or available
through other lawful sources not bound by a confidentiality agreement or other confidentiality obligation with respect to such material
or information; (ii) is or becomes publicly known through no violation of Law, 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; (iv) is independently developed by the Subject Party or its Representatives without reference to or use of any
Covered Party Information; or (v) 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 reasonably cooperates
(and causes its Representatives to reasonably 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
and Specific Performance. 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 seek 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; and (ii) recovery of the Covered Party’s reasonable,
documented 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. 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 and Section 2 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 (including email), 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 the SPAC Representative or, at
    or prior to the Closing, Pubco or the SPAC, to:

     

    BWA Sponsor LLC

    775 Park Avenue

    New York, New York 10021

    Attn: Rosemary L. Ripley, Chief Executive Officer

    Telephone No.: (212) 450-9700

    E-mail: rosemary@betterworldspac.com

     
	
    With a copy (which will not constitute notice)
    to:

     

    Ellenoff Grossman & Schole LLP

    1345 Avenue of the Americas, 11th Floor

    New York, New York 10105

    Attn: Stuart Neuhauser, Esq.

               Matthew A. Gray, Esq.

    Telephone No.: (212) 370-1300

    E-mail:sneuhauser@egsllp.com;

               mgray@egsllp.com

     

	
    If to the Company, to:

     

    Heritage Distilling Holding Company, Inc.

    9668 Bujacich Road

    Gig Harbor, WA 98332

    Attn: Justin Stiefel

    Telephone No.: (253) 509-0008

    Email: justin@heritagedistilling.com

     
	
    With a copy (which will not constitute notice)
    to:

     

    Pryor Cashman, LLP

    7 Times Square

    New York, New York 10036

    Attn: M. Ali Panjwani, Esq.; 

Eric M. Hellige, Esq.

    Telephone No.: (212) 421-4100

    E-mail: ali.panjwani@pryorcashman.com; ehellige@pryorcashman.com

     

	
    If to Pubco after the Closing, to:

     

    HDH Newco, Inc.

    9668 Bujacich Road

    Gig Harbor, WA 98332

    Attn: Justin Stiefel

    Telephone No.: (253) 509-0008

    Email: justin@heritagedistilling.com

     

    and to the SPAC Representative:

     

    BWA Sponsor LLC

    775 Park Avenue

    New York, New York 10021

    Attn: Rosemary L. Ripley, Chief Executive Officer

    Telephone No.: (212) 450-9700

    E-mail: rosemary@betterworldspac.com

     
	
    With a copy (which will not constitute notice)
    to:

     

    Pryor Cashman, LLP

    7 Times Square

    New York, New York 10036

    Attn: M. Ali Panjwani, Esq.; 

Eric M. Hellige, Esq.

    Telephone No.: (212) 421-4100

    E-mail: ali.panjwani@pryorcashman.com;

             ehellige@pryorcashman.com

     

    and

     

    Ellenoff Grossman & Schole LLP

    1345 Avenue of the Americas, 11th Floor

    New York, New York 10105

    Attn: Stuart Neuhauser, Esq.

               Matthew A. Gray, Esq.

    Telephone No.: (212) 370-1300

    E-mail: sneuhauser@egsllp.com;

                 mgray@egsllp.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
and Pubco (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 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 dispute, difference, controversy or claim arising in connection with or related or incidental to, or question occurring
under, this Agreement or the subject matter hereof (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(e)) (a “Dispute”)
shall be governed by this Section 7(e). 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. Any
Dispute that is not resolved may at any time after the delivery of such notice immediately be referred to and finally resolved by arbitration
pursuant to the then-existing Expedited Procedures of the Commercial Arbitration Rules (the “AAA Procedures”)
of the American Arbitration Association (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 Delaware. Time is of the essence. Each
party 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 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 (i) with respect to monetary relief, within the parameters established by the two proposals with respect to monetary
damages (the parties expressly understand and agree that the arbitrator’s power shall be constrained with respect to monetary relief
such that he or she may not grant greater monetary relief than sought by a party) and (ii) with respect to non-monetary relief, with only
one or the other of the proposals (the parties expressly understand and agree that the arbitrator’s power shall be constrained with
respect to non-monetary relief such that he or she may not award non-monetary relief, including declaratory or injunctive relief, which
has not explicitly been sought by one of the parties in their respective resolution 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 the State of Delaware. The language of the arbitration shall be English.


 






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(f)
Governing Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State
of Delaware 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 the Delaware Court of Chancery (and if such court lacks jurisdiction, any
other state or federal court located in the State of Delaware) (or in any appellate court 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.


 


(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.


 






    9


     


    

 


(i) SPAC
Representative Authorized to Act on Behalf of Covered Parties. In the event that the Subject Party serves as a director, officer,
employee or other authorized agent of a Covered Party, the parties acknowledge and agree that the SPAC Representative is authorized and
shall have the sole right to act on behalf of the SPAC and the other Covered Parties under this Agreement, including the right to enforce
the rights and remedies of the SPAC and the other Covered Persons under this Agreement, and 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. Notwithstanding the foregoing, to the extent that this Section 7(i) conflicts with any provision of
the Business Combination Agreement, including Section 10.16 therein, the provisions of the Business Combination Agreement shall prevail.


 


(j) Construction.
The Subject Party acknowledges that the Subject Party has been represented, 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;
Electronic Delivery. 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]


 




    10


     


    

 


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:
	 	 
	 	Name:	[	]


 


	 	By:	 
	 	Name:	 
	 	Title:	 


 


	 	Address for Notices:
	 	 
	 	Address:	
	 	 	 
	 	 
	 	 
	 	



 


	 	Facsimile No.:	



 


	 	Telephone No.:	 



 


	 	E-mail:	 


 




     


     


    

 


Acknowledged and accepted as of the date
first written above:


 


Pubco: 


 


HDH NEWCO, INC.


 


	By:	 	 
	Name: 	 	 
	Title: 	 	 


 


Company:


 


HERITAGE DISTILLING HOLDING COMPANY, INC.


 


	By:	 	 
	Name: 	 	 
	Title:	 	 


 


SPAC:


 


BETTER WORLD ACQUISITION CORP.


 


	By:	 	 
	Name:	 	 
	Title: