CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT
CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 94 ARTICLE 7 TERMINATION 97 ARTICLE 8 MISCELLANEOUS 99
CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 51 Section 7.1 Conditions to the Obligations of the Company, Buyer and Seller 51 Section 7.2 Other Conditions to the Obligations of Buyer 51 Section 7.3 Other Conditions to the Obligations of the Company and Seller 52 Section 7.4 Frustration of Closing Conditions 53 ARTICLE VIII TERMINATION 53 Section 8.1 Termination 53 Section 8.2 Effect of Termination 54
CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 73 Section 6.1 Conditions to the Obligations of the Company, Parent and Merger Sub 73 Section 6.2 Other Conditions to the Obligations of Parent and Merger Sub 74 Section 6.3 Other Conditions to the Obligations of the Company 75 Section 6.4 Frustration of Closing Conditions 76 Article 7 TERMINATION 76 Section 7.1 Termination 76 Section 7.2 Effect of Termination 77 Article 8 REPRESENTATIVE OF THE EQUITYHOLDERS 79 Section 8.1 Authorization of Representative 79 Article 9 MISCELLANEOUS 81 Section 9.1 Entire Agreement; Assignment; Amendment 81 Section 9.2 Notices 82 Section 9.3 Governing Law 83 Section 9.4 Fees and Expenses 83 Section 9.5 Construction 83 Section 9.6 Exhibits and Schedules 84 Section 9.7 Parties in Interest 84 Section 9.8 Extension; Waiver 84 Section 9.9 Severability 85 Section 9.10 Counterparts; Facsimile Signatures 85 Section 9.11 Non-Survival of Representations, Warranties and Covenants 85 Section 9.12 WAIVER OF JURY TRIAL 85 Section 9.13 Jurisdiction and Venue 86 Section 9.14 Remedies 86 Section 9.15 Non-Recourse 87 Section 9.16 Legal Representation; Privilege 88
CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 100 Section 6.1. Conditions to the Obligations of the Parties 100 Section 6.2. Other Conditions to the Obligations of the ACAH Parties 101 Section 6.3. Other Conditions to the Obligations of the Company 102 Section 6.4. Frustration of Closing Conditions 103
CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 86 Section 6.1 Conditions to the Obligations of the Parties 86 Section 6.2 Other Conditions to the Obligations of the Parent Parties 86 Section 6.3 Other Conditions to the Obligations of the Company Parties 87 Section 6.4 Frustration of Closing Conditions 88 ARTICLE 7 TERMINATION 89 Section 7.1 Termination 89 Section 7.2 Effect of Termination 90 ARTICLE 8 INDEMNIFICATION 90 Section 8.1 Survival 90 Section 8.2 Indemnification by Group Companies 91 Section 8.3 Limitations on Indemnification 92 Section 8.4 Claim Procedure 93 Section 8.5 Indemnification Payments 95 Section 8.6 Sole Recourse; Payments from Escrow Account 95 Section 8.7 Exclusive Remedy 95 Section 8.8 Right of Offset 96 Section 8.9 Claims Unaffected by Investigation 96 Section 8.10 Mitigation 96 ARTICLE 9 MISCELLANEOUS 96 Section 9.1 Entire Agreement; Assignment 96 Section 9.2 Amendment 96 Section 9.3 Notices 97 Section 9.4 Governing Law 98 Section 9.5 Fees and Expenses 98 Section 9.6 Construction; Interpretation 98 Section 9.7 Exhibits and Schedules 99 Section 9.8 Parties in Interest 99 Section 9.9 Severability 99 Section 9.10 Counterparts; Electronic Signatures 99 Section 9.11 Knowledge of Company; Knowledge of Parent 100 Section 9.12 No Recourse 100 Section 9.13 Extension; Waiver 100 Section 9.14 Waiver of Jury Trial 101 Section 9.15 Submission to Jurisdiction 101 Section 9.16 Remedies 102 Section 9.17 Trust Account Waiver 102 Section 9.18 Acknowledgement of Amendment and Restatement 102 Schedule A Required Governing Documents Proposals Schedule B PIPE Investors Exhibit A Form of Parent Certificate of Incorporation Exhibit B Form of Parent Bylaws Exhibit C Form of Amended and Restated Transaction Support Agreement Exhibit D Exhibit E Form of Parent Incentive Equity Plan Stock Option Grants Exhibit F Form of VSee/iDoc Convertible Note Exhibit G Form of VSee/iDoc Registration Rights Agreement Exhibit H Form of PIPE Purchase Agreement Exhibit I Form of PIPE Convertible Note Exhibit J Form of PIPE Warrant Exhibit K Form of PIPE Registration Rights Agreement Exhibit L Form of PIPE Lock-up Agreement Exhibit M Form of BCA Lock-up Agreement This AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of August 9, 2022, is made by and among Digital Health Acquisition Corp., a Delaware corporation (“Parent”), DHAC Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”), DHAC Merger Sub II, Inc., a Texas corporation (“Merger Sub II,” and together with Merge...
CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 60 Section 7.1 Conditions to the Obligations of the Parties 60
CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 76 Section 6.1 Conditions to the Obligations of the Parties 76 Section 6.2 Other Conditions to the Obligations of the Longview Parties 77 Section 6.3 Other Conditions to the Obligations of the Company 78 Section 6.4 Frustration of Closing Conditions 79 ARTICLE 7 TERMINATION 79 Section 7.1 Termination 79 Section 7.2 Effect of Termination 80
CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 38 Section 7.1 Conditions to the Obligations of the Company, Acquiror and Contributor 38 Section 7.2 Other Conditions to the Obligations of Acquiror 38 Section 7.3 Other Conditions to the Obligations of the Company and Contributor 39 ARTICLE 8 TERMINATION; AMENDMENT; WAIVER 39 Section 8.1 Termination 39 Section 8.2 Effect of Termination 40 Section 8.3 Amendment 41 Section 8.4 Extension; Waiver 41
CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 60 Section 7.1 Conditions to the Obligations of the Company, Buyer and Seller 60 Section 7.2 Other Conditions to the Obligations of Buyer 60 Section 7.3 Other Conditions to the Obligations of the Company and Seller 61 ARTICLE 8 TERMINATION 62 Section 8.1 Termination 62 Section 8.2 Effect of Termination 62 ARTICLE 9 NON-SURVIVAL 63 Section 9.1 Non-Survival 63 Section 9.2 Non-Recourse 65 ARTICLE 10 MISCELLANEOUS 66 Section 10.1 Entire Agreement; Assignment; Amendment 66 Section 10.2 Notices 66 Section 10.3 Governing Law 67 Section 10.4 Fees and Expenses 67 Section 10.5 Construction 67 Section 10.6 Exhibits and Schedules 68 Section 10.7 Parties in Interest 68 Section 10.8 Extension; Waiver 68 Section 10.9 Severability 68 Section 10.10 Counterparts; Facsimile Signatures 69 Section 10.11 WAIVER OF JURY TRIAL 69 Section 10.12 Jurisdiction and Venue 69 Section 10.13 Remedies 69 Section 10.14 Waiver of Conflicts 70 [***] [***] [***] [***] [***] [***] [***] [***] [***] [***] — R&W Insurance Policy [***] [***] [***] [***] [***] [***] [***] [***] [***] H — Equity Commitment Letter This UNIT PURCHASE AGREEMENT (this “Agreement”), dated as of May 26, 2021, is made by and among Liquid Fire Intermediate Holdings, LLC, a Delaware limited liability company (the “Company”), Liquid Fire Holdings, LLC, a Delaware limited liability company (“Seller”), and ServiceMax, Inc., a Delaware corporation (“Buyer”). The Company, Seller and Buyer shall be referred to herein from time to time collectively as the “Parties”.
