Item 1.01 Entry Into A Material Definitive Agreement.
BUSINESS COMBINATION AGREEMENT
This section describes the material provisions
of the Business Combination Agreement but does not purport to describe all of the terms thereof. Edoc’s shareholders, warrant holders,
rights holders and other interested parties are urged to read such agreement in its entirety. The following summary is qualified in its
entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached hereto as Exhibit 2.1. Unless
otherwise defined herein, the capitalized terms used below are defined in the Business Combination Agreement.
General Description of the Business Combination
Agreement
On December 5, 2022, EDOC
Acquisition Corp., a Cayman Islands exempted corporation (together with its successors, “Edoc”), entered into
a Business Combination Agreement (the “Business Combination Agreement”) with Australian Oilseeds Investments
Pty Ltd., an Australian proprietary company (the “AOI”), Australian Oilseeds Holdings Limited, upon execution
of a joinder agreement to become party to the Business Combination Agreement (a “Joinder”), a to-be-formed Cayman
Islands exempted company (“Pubco”), 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”), American Physicians LLC, a Delaware
limited liability company (“Purchaser Representative”), in the capacity as the Purchaser Representative thereunder,
Gary Seaton, in his capacity as the representative for the Sellers (as defined below) in accordance with the terms and conditions of the
Business Combination Agreement (the “Seller Representative”) and each of the holders of AOI’s outstanding
capital shares named on Annex I thereto (the “Primary Sellers”), as amended from time to time to include subsequent
parties that execute and deliver to Edoc, Pubco and AOI a Joinder (the “Joining Sellers”), and the holders of
AOI’s outstanding capital shares who are bound by the provisions of the Business Combination Agreement pursuant the drag-along rights
set forth in AOI’s memorandum and articles of association (the “Drag-Along Sellers”, and collectively
with the Joining Sellers, the “Sellers”).
Pursuant to the Business Combination
Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Business Combination
Agreement (the “Closing”), (a) Edoc will merge with and into Merger Sub, with Edoc continuing as the surviving
entity (the “Merger”), and with holders of Edoc securities receiving substantially identical securities of Pubco,
and (b) immediately prior to the Merger, Pubco will acquire all of the issued and outstanding ordinary shares of AOI (the “Purchased
Shares”) from the Sellers in exchange for ordinary shares of Pubco, with AOI becoming a wholly-owned subsidiary of Pubco
(the “Share Exchange”, and together with the Merger and the other transactions contemplated by the Business
Combination Agreement, the “Transactions”).
Exchange Consideration
The total consideration to
be paid by Pubco to the Sellers for the Purchased Shares shall be an aggregate number of Pubco ordinary shares (the “Exchange
Shares”) with an aggregate value (the “Exchange Consideration”) equal to, without duplication,
(i) $190,000,000, plus (or minus, if negative) (ii) AOI’s net working capital less a target net working capital of $4,000,000, minus
(iii) the aggregate amount of any outstanding indebtedness, net of cash and cash equivalents, of AOI and its subsidiaries, and minus (iv)
the amount of any unpaid transaction expenses of AOI, with each Pubco ordinary share to be issued to the Sellers valued at $10.00.
The Exchange Consideration
is subject to adjustment after the Closing based on final confirmation of AOI’s net working capital, the outstanding indebtedness
of AOI and its subsidiaries net of cash and cash equivalents, and any unpaid transaction expenses of AOI, as of the date of the Closing.
If the finally determined number of Exchange Shares is (i) greater than the estimated number of Exchange Shares, Pubco will issue an additional
number of Pubco ordinary shares equal to such difference to the Sellers, subject to a maximum amount equal to the amount of Escrow Property
(defined below) at such time or (ii) less than the estimated number of Exchange Shares, Pubco will cause the Escrow Agent (as defined
below) to release from escrow a number of Escrow Shares equal to such difference to Pubco, subject to a maximum amount equal to the Escrow
Property at such time.
Escrow Accounts
The parties agreed that at
or prior to the Closing, Pubco, the Primary Sellers, the Purchaser Representative, the Seller Representative and Continental Stock Transfer
& Trust Company, as escrow agent (the “Escrow Agent” or “CST”) will enter into
an Escrow Agreement, effective as of the Closing, in form and substance reasonably satisfactory to Edoc and AOI (the “Escrow
Agreement”), pursuant to which Pubco will deliver to the Escrow Agent a number of Exchange Shares equal to 15% of the estimated
Exchange Consideration otherwise issuable to the Sellers at the Closing (such Exchange Shares, together with any equity securities paid
as dividends or distributions with respect to such shares or into which such shares are exchanged or converted the “Escrow
Shares”) to be held, along with any dividends, distributions or income thereon (together with the Escrow Shares, the “Escrow
Property”) in a segregated account (the “Escrow Account”) and disbursed in accordance with the
Business Combination Agreement and the Escrow Agreement. The Escrow Shares will be held in the Escrow Account for a period of 12 months
after the Closing and shall be the sole and exclusive source of payment for any post-Closing purchase price adjustment and for any post-closing
indemnification claims (other than certain fraud claims and breaches of AOI and the Sellers’ fundamental representations, as discussed
below). At the 12-month anniversary of the Closing, all remaining Escrow Property will be released to the Sellers in accordance with the
Business Combination Agreement. However, an amount of Escrow Property equal to the value of any pending and unresolved claims will remain
in the Escrow Account until finally resolved.
Representations and Warranties
The Business Combination Agreement
contains a number of representations and warranties made by Edoc, AOI and Pubco as of the date of such agreement or other specific dates
solely for the benefit of certain of the parties to the Business Combination Agreement, which in certain cases are subject to specified
exceptions and materiality, Material Adverse Effect, knowledge and other qualifications contained in the Business Combination Agreement
or in information provided pursuant to certain disclosure schedules to the Business Combination Agreement. “Material Adverse
Effect” as used in the Business Combination 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 Business Combination Agreement or the ancillary documents thereto, subject to certain
customary exceptions.
In the Business Combination
Agreement, AOI made certain customary representations and warranties to Edoc, including among others, related to the following: (1) corporate
matters, including due organization, existence and good standing; (2) authority and binding effect relating to execution and delivery
of the Business Combination Agreement and other ancillary documents; (3) capitalization; (4) subsidiaries; (5) governmental approvals;
(6) non-contravention; (7) financial statements; (8) absence of certain changes; (9) compliance with laws; (10) permits; (11) litigation;
(12) material contracts; (13) intellectual property; (14) taxes and tax returns; (15) real property; (16) personal property; (17) title
to and sufficiency of assets; (18) employee matters; (19) benefit plans; (20) environmental matters; (21) transactions with related persons;
(22) insurance; (23) customers and suppliers; (24) business practices; (25) Investment Company Act of 1940 (“Investment Company
Act”); (26) finders and brokers; (27) food law compliance; (28) information supplied; and (29) independent investigation.
Additionally, Pubco made certain customary representations and warranties to Edoc, AOI and the Sellers with respect to Pubco and Merger
Sub as of the date it executes a Joinder, including representations and warranties related to the following: (1) corporate matters, including
due organization, existence and good standing; (2) authority and binding effect relating to execution and delivery of the Business Combination
Agreement and other ancillary documents; (3) governmental approvals; (4) non-contravention; (5) capitalization; (6) title and ownership
of the Exchange Shares to be issued to the Sellers; (7) Pubco and Merger Sub activities; (8) finders and brokers; (9) Investment Company
Act; (10) information supplied; and (11) independent investigation.
In the Business Combination
Agreement, Edoc made certain customary representations and warranties to AOI, Pubco, Merger Sub and the Sellers, including among others,
related to the following: (1) corporate matters, including due organization, existence and good standing; (2) authority and binding effect
relative to execution and delivery of the Business Combination Agreement and other ancillary documents; (3) governmental approvals; (4)
non-contravention; (5) capitalization; (6) SEC filings and financial statements; (7) absence of certain changes; (8) compliance with laws;
(9) litigation, orders and permits; (10) taxes and returns; (11) employees and employee benefit plans; (12) properties; (13) material
contracts; (14) transactions with affiliates; (15) Investment Company Act; (16) finders and brokers; (17) business practices; (18) insurance;
(19) independent investigation; (20) information supplied; and (21) Edoc’s trust account.
In the Business Combination
Agreement, each Seller made customary representations and warranties to Edoc, including among others, related to the following: (1) organization
and good standing; (2) authority and binding effect relating to execution and delivery of the Business Combination Agreement and other
ancillary documents; (3) ownership of the Purchased Shares; (iv) government approvals; (v) non-contravention; (6) litigation; (7) investment
representations; (8) finders and brokers; (9) information supplied; and (10) independent investigation.
Covenants of the Parties
Each party agreed in the Business
Combination Agreement to use its commercially reasonable efforts to effect the Closing. The Business Combination Agreement also contains
certain customary covenants by each of the parties during the period between the signing of the Business Combination Agreement and the
earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms (the “Interim
Period”), including covenants regarding: (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) Edoc’s public filing obligations and AOI’s obligation
to deliver interim financial statements; (4) no solicitation of, or entering into, any alternative competing transactions; (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) further assurances; (9) public announcements; (10) confidentiality; (11) indemnification of
directors and officers after the Closing and tail insurance; (12) use of trust proceeds after the Closing; (13) efforts to conduct a private
placement, backstop or redemption waiver arrangements, if sought; and (14) approval of an equity incentive plan of Pubco in a form mutually
acceptable to Pubco, Edoc and AOI.
The parties also agreed to
take all necessary actions to cause Pubco’s board of directors immediately after the Closing to consist of a board of five directors,
a majority of which will be independent. One director (who shall qualify as an independent director) will be designated by Edoc prior
to the Closing, three directors (at least one being an independent director) will be designated by AOI prior to the Closing and one independent
director will be mutually agreed upon by Edoc and AOI prior to the closing.
Edoc and Pubco also agreed
to prepare, and Pubco shall file with the Securities and Exchange Commission (“SEC”), a registration statement
on Form F-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 securities of Pubco to the holders of the
Edoc securities and containing a proxy statement/prospectus for the purpose of soliciting proxies from the shareholders of Edoc for the
matters relating to the Transactions to be acted on at the extraordinary general meeting of the shareholders of Edoc and providing such
shareholders with an opportunity to participate in the redemption by Edoc of its public shareholders in connection with Edoc’s initial
business combination, as required by its amended and restated memorandum and articles of association (the “Redemption”).
Survival and Indemnification
The of representations and
warranties of AOI and the Sellers survive the Closing for 12 months, other than (i) representations and warranties of AOI regarding (1)
corporate matters, including due organization, existence and good standing; (2) authority and binding effect relating to execution and
delivery of the Business Combination Agreement and other ancillary documents; (3) capitalization; (4) subsidiaries; (5) intellectual property;
(6) taxes and tax returns; (7) benefit plans; (8) environmental matters; and (9) finders and brokers and (ii) the representations and
warranties of the Sellers regarding (1) organization and good standing; (2) authority and binding effect relating to execution and delivery
of the Business Combination Agreement and other ancillary documents; (3) ownership of the Purchased Shares and (4) finders and brokers,
which will each survive until 30 days after the expiration of the applicable statute of limitations. The representations and warranties
of Edoc do not survive the Closing.
All covenants, obligations
and agreements of AOI will not survive the Closing unless by their terms they apply to or are to be performed in whole or in part after
the Closing (which such covenants shall survive the Closing and continue until fully performed in accordance with their terms). The covenants,
obligations and agreements made by Edoc will not survive the Closing, except for those covenants that by their terms apply to or are to
be performed in whole or in part after the Closing (which such covenants will survive the Closing and continue until fully performed in
accordance with their terms).
The Primary Sellers, severally
and not jointly, will provide indemnification for any breach of any representations and warranties or covenants of AOI or the Sellers,
subject to certain limitations, including those as described below.
Indemnification claims by
Edoc are subject to a threshold equal to $950,000 in aggregate losses before any indemnification claim is paid, but after the threshold
is reached, all indemnification claims shall be paid from the first dollar of losses. The maximum aggregate amount of indemnification
payments which the Primary Sellers will be obligated to pay (other than with respect to certain fraud claims with respect to the transactions
under the Business Combination Agreement or breaches by AOI or the Sellers of certain fundamental representations) is capped at an amount
equal to $38,000,000. Fraud claims with respect to the transactions under the Business Combination Agreement or breaches by AOI or the
Sellers of their fundamental representations are payable by the Primary Sellers up to a maximum aggregate amount equal to the Exchange
Consideration.
Any indemnification claims
against the indemnifying parties shall first be applied against the Escrow Shares and then against any other Escrow Property before the
Primary Sellers shall be required to make any out-of-pocket payment for indemnification.
Shareholders of Pubco following
the Closing are not third party beneficiaries of the Business Combination Agreement and are not entitled to bring any claim against any
Seller pursuant to the Business Combination Agreement.
Conditions to Closing
The obligations of the parties
to consummate the Transactions are subject to various conditions, including the following mutual conditions of the parties unless waived:
(i) the approval of the Business Combination Agreement and the transactions contemplated thereby, the adoption of Pubco’s amended
and restated the memorandum and articles of association, the adoption and approval of a new equity incentive plan for Pubco, the appointment
of the members of the Pubco’s board of directors after the Closing and other related matters by the requisite vote of Edoc’s
shareholders; (ii) receipt by AOI of all consents required to be obtained from any regulatory authority or third person in order to consummate
the Transactions (the “Required Consents”); (iii) expiration of any waiting period under applicable antitrust
laws; (iv) no law or order preventing or prohibiting the Transactions; (v) no pending litigation to enjoin or restrict the consummation
of the Closing; (vi) Edoc having at least $5,000,001 in net tangible assets as of the Closing, after giving effect to the completion of
the Redemption and any private placement financing; (vii) the effectiveness of the Registration Statement; (viii) amendment by the shareholders
of Pubco of Pubco’s amended and restated memorandum and articles of association in form attached to the Business Combination Agreement;
(ix) receipt by AOI and Edoc of evidence reasonably satisfactory to each such party that Pubco qualifies as a foreign private issuer;
and (ix) the Pubco ordinary shares and Pubco warrants will have been approved for listing on Nasdaq.
In addition, unless waived
by AOI, the obligations of AOI, Pubco, Merger Sub and the Sellers to consummate the Transactions are subject to the satisfaction of the
following Closing conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties
of Edoc being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to Material Adverse
Effect); (ii) Edoc and the Purchaser Representative having performed in all material respects its obligations and complied in all material
respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on
or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to Edoc since the date of the Business Combination
Agreement which is continuing and uncured; (iv) all ancillary documents are in full force and effect; (v) receipt by Sellers of the Seller
Registration Rights Agreement by and among Pubco and the Sellers (the “Seller Registration Rights Agreement”),
providing customary registration rights to the Sellers with respect to the portion of the Exchange Shares delivered to the Sellers at
the Closing and any Escrow Shares that are released from escrow to the Sellers; (vi) receipt by AOI and Pubco of the First Amendment to
Registration Rights Agreement (the “Founder Registration Rights Agreement Amendment”), pursuant to which Edoc,
Pubco, the initial shareholders of Edoc (the “Founders”) and the other parties to Edoc’s Registration
Rights Agreement that was entered into by Edoc at the time of its initial public offering (“IPO”) (the “Founder
Registration Rights Agreement”), shall have amended the Founder Registration Rights Agreement, to among other matters, include
Pubco as a party and to make it apply to the Pubco securities to be received in connection with the Merger by Edoc’s shareholders
who are parties to the Founder Registration Rights Agreement; (vii) receipt by AOI of employment agreements, effective as of the Closing,
in form and substance reasonably acceptable to Edoc and AOI between certain individuals and Pubco, duly executed by the parties thereto;
and (viii) American Physicians LLC, a Delaware limited liability company (the “Sponsor”) and other shareholders
of Edoc having performed in all material respects the respective obligations required under the Sponsor Support Agreement (the “Sponsor
Support Agreement”) and the Insider Letter Amendment (the “Insider Letter Amendment”).
Unless waived by Edoc, the
obligations of Edoc, to consummate the Transactions are subject to the satisfaction of the following Closing conditions, in addition to
customary certificates and other closing deliveries: (i) the representations and warranties of AOI, Pubco, Merger Sub and the Sellers
being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to Material Adverse Effect);
(ii) AOI, Pubco, Merger Sub each Seller and the Seller Representative having performed in all material respects the respective obligations
and complied in all material respects with their respective covenants and agreements under the Business Combination Agreement required
to be performed or complied with on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to any
Target Company or Pubco since the date of the Business Combination Agreement which is continuing and uncured; (iv) receipt by Edoc of
employment agreements, effective as of the Closing, in form and substance reasonably acceptable to Edoc and AOI between certain individuals
and Pubco, duly executed by the parties thereto; (v) the Non-Competition Agreements and Lock-Up Agreements are in full force and effect;
(vi) receipt by Edoc of the Founder Registration Rights Agreement Amendment, duly executed by Pubco; (vii) receipt by Edoc of share certificates
and other documents evidencing the transfer of the Purchased Shares to Pubco; (viii) receipt by Edoc of the evidence of the termination
of any outstanding options, warrants or other convertible securities of AOI (if any); (ix) receipt by Edoc of a duly executed opinion
from AOI’s counsel, in form and substance reasonably satisfactory to Edoc, addressed to Edoc and dated as of the Closing Date; and
(x) receipt by Edoc of evidence of the termination of certain related party agreements.
Termination
The Business Combination Agreement
may be terminated at any time prior to the Closing by either Edoc or AOI if the Closing has not occurred on or prior to August 12, 2023
(the “Outside Date”); provided that if Edoc, at its election, receives shareholder approval for a charter amendment
to extend the term it has to consummate a business combination (“Charter Extension”), for the shorter of three
months and the period ending on the last day for Edoc to consummate a business combination pursuant to the Charter Extension. A party
is not entitled to terminate the Business Combination Agreement if the failure of the Closing to occur by such date was caused by or the
result of a breach of the Business Combination Agreement by such party (or with respect to AOI, the Sellers, Pubco or Merger Sub).
The Business Combination Agreement
may also be terminated under certain other customary and limited circumstances prior the Closing, including, among other reasons: (i)
by mutual written consent of Edoc and AOI; (ii) by either Edoc or AOI if a governmental authority of competent jurisdiction has issued
an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, and such order or other
action has become final and non-appealable; (iii) by AOI for Edoc’s material uncured breach of the Business Combination Agreement,
if the breach would result in the failure of the related Closing condition; (iv) by Edoc for the material uncured breach of the Business
Combination Agreement by AOI, Pubco, Merger Sub or any Seller, if the breach would result in the failure of the related Closing condition;
(v) by Edoc if there has been a Material Adverse Effect with respect to the Target Companies taken as a whole since the date of the Business
Combination Agreement which is uncured and continuing; or (vi) by either Edoc or AOI if Edoc holds an extraordinary general meeting of
its shareholders to approve the Business Combination Agreement and the Transactions and such approval is not obtained.
If the Business Combination
Agreement is terminated, all obligations of the parties under the Business Combination Agreement (except for certain obligations related
to public announcements, confidentiality, fees and expenses, trust account waiver, termination and general provisions) will terminate,
and no party to the Business Combination Agreement will have any further liability to any other party thereto except for liability for
certain fraud claims or for willful breach of the Business Combination Agreement prior to the termination.
In the event the Business
Combination Agreement is terminated by Edoc as a result of a material breach by AOI, Pubco, Merger Sub or any Seller, AOI will pay Edoc
a termination fee of $250,000, as liquidated damages.
Trust Account Waiver and Releases
AOI, Pubco, Merger Sub, the
Seller Representative and each of the Sellers have 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 have agreed not to, and waived any
right to, make any claim against the trust account (including any distributions therefrom directly or indirectly to Edoc’s shareholders).
Each Seller, on behalf of
itself and its affiliates that own shares of such Seller, provided a general release of AOI and its subsidiaries, effective as of the
Closing, other than its rights under the Business Combination Agreement and ancillary documents and certain other customary exceptions.
Governing Law
The Business Combination Agreement
is governed by New York law. Any state or federal court located in New York, New York will have exclusive jurisdiction.
A copy of the Business
Combination Agreement is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing
description of the Business Combination Agreement is qualified in its entirety by reference thereto.
The Business Combination
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, covenants and agreements 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 Business Combination Agreement has been filed to provide investors with information regarding its
terms, but it is not intended to provide any other factual information about Edoc, AOI or any other party to the Business Combination
Agreement. In particular, the representations and warranties, covenants and agreements contained in the Business Combination 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 Business
Combination 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 Business Combination 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 Business Combination Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Business
Combination 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 Business Combination Agreement, which subsequent information
may or may not be fully reflected in Edoc’s public disclosures.
Related Agreements
This section describes
the material provisions of certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement
(the “Related Agreements”) 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 each of the Related Agreements, copies of each of which are attached hereto as exhibits.
Shareholders and other interested parties are urged to read such Related Agreements in their entirety.
Lock-Up Agreements
On December 5, 2022, certain
Sellers entered into a Lock-Up Agreement with the Purchaser Representative and, upon execution of a joinder, Pubco, (each, a “Lock-Up
Agreement”) with regard to the Exchange Shares to be received by such Seller. In such Lock-Up Agreement, each Seller agreed
that such Seller will not, (A) with respect to 50% of such Seller’s Exchange Shares, during the period commencing from the Closing
and ending on the earliest of (x) the six (6) month anniversary of the Closing Date, (y) commencing after the three (3) month anniversary
of the Closing, the date on which the closing sale price of the Pubco ordinary shares equals or exceeds $12.50 per share for any twenty
(20) trading days within any thirty (30) trading day period commencing after the Closing (or if earlier, the date on which Pubco consummates
a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Pubco’s
shareholders having the right to exchange their equity holdings in Pubco for cash, securities or other property) and (B) and with respect
to the remaining 50% of such Seller’s Exchange Shares, during the period commencing from the Closing and ending on the earlier or
the date that is six (6) months after the date of the Closing (or if earlier, the date on which Pubco consummates a liquidation, merger,
share exchange or other similar transaction with an unaffiliated third party that results in all of Pubco’s shareholders having
the right to exchange their equity holdings in Pubco for cash, securities or other property), (i) lend, offer, pledge (except as provided
below), 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 of
such Seller’s Exchange Shares, (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 any of such Seller’s Exchange Shares, or (iii) publicly announce any intention to effect
any transaction specified in clause (i) or (ii). Each holder also agreed that the Escrow Shares will continue to be subject to such transfer
restrictions until they are released from the Escrow Account. However, each Seller is allowed to transfer any of its Exchange Shares (other
than the Escrow Shares while they are held in the Escrow Account ) by gift, will or intestate succession or to any immediate family member
(or related trust), trustor or trust beneficiary, as a distribution to equity holders upon liquidation or to an affiliate or pursuant
to a court order or settlement agreement in divorce; provided in each such case that the transferee thereof agrees to be bound by the
restrictions set forth in the Lock-Up Agreement.
Non-Competition Agreements
On December 5, 2022, certain
executives of AOI (each, a “Restricted Person”) entered into a Non-Competition and Non-Solicitation Agreement
(each, a “Non-Competition Agreement”) in favor of Pubco, Edoc and AOI and their respective present and future
affiliates, successors and direct and indirect subsidiaries (collectively, the “Covered Parties”). Under each
Non-Competition Agreement, for a period of three (3) years after the Closing (such period, the “Restricted Period”),
each Restricted Person agreed that he will not and will not permit his affiliates to, without Pubco’s prior written consent, directly
or indirectly engage in the business of processing, manufacturing and selling non-GMO oilseeds and organic and non-organic food-grade
oils (the “Business”) (other than through a Covered Party) or own, manage, finance or control, 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 anywhere in the Australia, United States, India, Malaysia, Singapore, China, Japan,
New Zealand. However, such Restricted Person and his affiliates will be permitted under its Non-Competition Agreement to own passive investments
of less than 2% of the total issued and outstanding equity interests of a competitor that is publicly traded, so long as such Restricted
Person and his affiliates and immediate family members are not directly or indirectly involved in the management or control of such competitor.
Under each Non-Competition Agreement, the Restricted Person thereto and his affiliates will also be subject to certain non-solicitation
and non-interference obligations during the Restricted Period with respect to the Covered Parties’ respective (i) employees, consultants
and independent contractors, (ii) customers or clients, and (iii) vendors, suppliers, distributors, agents or other service providers.
Each such Restricted Person will also be subject to non-disparagement provisions regarding the Covered Parties and confidentiality obligations
with respect to the confidential information of the Covered Parties.
Sponsor Support Agreement
On December 5, 2022, Edoc,
the Sponsor, Pubco, upon execution of a joinder agreement to become party thereto, and certain other shareholders of Edoc entered into
the Sponsor Support Agreement. Pursuant to the terms of the Sponsor Support Agreement, the Sponsor and certain other shareholders of Edoc
agreed to vote their Edoc founder shares in favor of the adoption and approval of the Business Combination Agreement and the Transactions.
Insider Letter Amendment
On December 5, 2022, Edoc,
the Sponsor, Pubco, upon execution of a joinder, and certain insiders of Edoc, agreed to amend the Letter Agreement, dated as of November
9, 2020 by and among Edoc, the Sponsor and certain insiders of Edoc, pursuant to which Pubco will assume, and Edoc assign, certain rights
and obligations of Edoc thereunder with respect to the Pubco securities to be issued at the Closing in exchange for the ordinary shares,
warrants and rights of Edoc.
The Lock-Up Agreement,
the Non-Competition Agreement, Sponsor Support Agreement, and Insider Letter Amendment are filed with this Current Report on Form 8-K
as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and are incorporated herein by reference, and the foregoing descriptions of the Lock-Up
Agreements, the Non-Competition Agreements, Sponsor Support Agreement, and Insider Letter Amendment are qualified in their entirety by
reference thereto.