Common use of CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED Clause in Contracts

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 Merger Sub I, the “Merger Subs”), VSee Lab, Inc., a Delaware corporation (“VSee”), and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc,” and together with VSee, the “Company Parties”). Parent, Merger Subs and the Company Parties shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.

CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 86 89 Section 6.1 Conditions to the Obligations of the Parties 86 89 Section 6.2 Other Conditions to the Obligations of the Parent Parties 86 90 Section 6.3 Other Conditions to the Obligations of the Company Parties 87 91 Section 6.4 Frustration of Closing Conditions 88 92 ARTICLE 7 TERMINATION 89 92 Section 7.1 Termination 89 92 Section 7.2 Effect of Termination 90 93 ARTICLE 8 INDEMNIFICATION 90 MISCELLANEOUS 94 Section 8.1 Non-Survival 90 94 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 94 Section 8.3 Amendment 94 Section 8.4 Notices 94 Section 8.5 Governing Law 96 Section 9.2 Amendment 96 Section 9.3 Notices 97 Section 9.4 Governing Law 98 Section 9.5 8.6 Fees and Expenses 98 96 Section 9.6 8.7 Construction; Interpretation 98 96 Section 9.7 8.8 Exhibits and Schedules 99 97 Section 9.8 8.9 Parties in Interest 99 97 Section 9.9 8.10 Severability 99 97 Section 9.10 8.11 Counterparts; Electronic Signatures 99 98 Section 9.11 8.12 Knowledge of Company; Knowledge of Parent 100 98 Section 9.12 8.13 No Recourse 100 98 Section 9.13 8.14 Extension; Waiver 100 98 Section 9.14 8.15 Waiver of Jury Trial 101 99 Section 9.15 8.16 Submission to Jurisdiction 101 99 Section 9.16 8.17 Remedies 102 100 Section 9.17 8.18 Trust Account Waiver 102 Section 9.18 Acknowledgement of Amendment and Restatement 102 100 Schedule A PIPE Investors Schedule B Supporting Company Persons Schedule C 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 PIPE Investor Subscription Agreement Exhibit D Form of Advisory Agreement Exhibit E Form of Registration Rights Agreement Exhibit F Form of Transaction Support Agreement Exhibit D Exhibit E G 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 9July 7, 20222021, is made by and among Digital Health HealthCor Catalio Acquisition Corp., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing) (“Parent”), DHAC Optimus Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”), DHAC Optimus Merger Sub II, Inc., a Texas Delaware corporation (“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”), VSee LabHyperfine, Inc., a Delaware corporation (“VSeeHyperfine”), and iDoc Virtual Telehealth SolutionsLiminal Sciences, Inc., a Texas Delaware corporation (“iDocLiminal,” and together with VSeeHyperfine, the “Company Parties”). Parent, Merger Subs and the Company Parties shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.

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 STPC Parties 86 87 Section 6.3 Other Conditions to the Obligations of the Company Parties 87 89 Section 6.4 Frustration of Closing Conditions 88 90 ARTICLE 7 TERMINATION 89 90 Section 7.1 Termination 89 90 Section 7.2 Effect of Termination 90 92 ARTICLE 8 INDEMNIFICATION 90 MISCELLANEOUS 92 Section 8.1 Survival 90 92 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 92 Section 9.2 8.3 Amendment 96 92 Section 9.3 8.4 Notices 97 92 Section 9.4 8.5 Governing Law 98 93 Section 9.5 8.6 Fees and Expenses 98 93 Section 9.6 8.7 Construction; Interpretation 98 94 Section 9.7 8.8 Exhibits and Schedules 99 95 Section 9.8 8.9 Parties in Interest 99 95 Section 9.9 8.10 Severability 99 95 Section 9.10 8.11 Counterparts; Electronic Signatures 99 96 Section 9.11 8.12 Knowledge of Company; Knowledge of Parent 100 Section 9.12 SXXX 00 Xxxxxxx 8.13 No Recourse 100 96 Section 9.13 8.14 Extension; Waiver 100 97 Section 9.14 8.15 Waiver of Jury Trial 101 97 Section 9.15 Submission to 8.16 Jurisdiction 101 97 Section 9.16 8.17 Remedies 102 98 Section 9.17 8.18 Legal Representation 98 Section 8.19 Trust Account Waiver 102 99 Section 9.18 Acknowledgement of Amendment and Restatement 102 Schedule A Required Governing Documents Proposals Schedule B PIPE Investors 8.20 Holder Representative 99 Exhibit A Form of Parent Certificate of Incorporation Support Agreement Exhibit B Form of Parent Bylaws Lock-Up Agreement Exhibit C Form of Amended and Restated Transaction Support Investor Rights Agreement Exhibit D Form of Sponsor Support Agreement Exhibit E Form of Parent Incentive Equity Plan Stock Option Grants Written Consent — Pre-Closing Holders Exhibit F Form of VSee/iDoc Convertible Note Letter of Transmittal Exhibit G Form of VSee/iDoc Registration Rights Agreement Certificate of Merger Exhibit H Form of PIPE Purchase Agreement Executed Subscription Agreements Exhibit I Form of PIPE Convertible Note New Incentive Plan Exhibit J Form of PIPE Warrant Governing Documents of STPC Exhibit K Form of PIPE Registration Rights Agreement Exhibit L Form of PIPE Lock-up Agreement Exhibit M Form of BCA Lock-up Earn Out Escrow Agreement This AMENDED AGREEMENT AND RESTATED BUSINESS COMBINATION AGREEMENT PLAN OF MERGER (this “Agreement”), dated as of August 9May 8, 20222021, is made by and among Digital Health Acquisition Corp.Star Peak Corp II, a Delaware corporation (“ParentSTPC”), DHAC STPC II Merger Sub ICorp., a Delaware corporation, a wholly-owned Subsidiary of STPC (“Merger Sub”), and Bxxxxx Xxxx, Inc., a Delaware corporation (“Merger Sub I”), DHAC Merger Sub II, Inc., a Texas corporation (“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”), VSee Lab, Inc., a Delaware corporation (“VSee”), and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc,” and together with VSee, the “Company PartiesCompany”). ParentSTPC, Merger Subs Sub and the Company Parties shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.

CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED. BY THIS AGREEMENT 86 83 Section 6.1 Conditions to the Obligations of the Parties 86 83 Section 6.2 Other Conditions to the Obligations of the Parent Parties 86 83 Section 6.3 Other Conditions to the Obligations of the Company Parties 87 84 Section 6.4 Frustration of Closing Conditions 88 85 ARTICLE 7 TERMINATION 89 86 Section 7.1 Termination 89 86 Section 7.2 Effect of Termination 90 87 ARTICLE 8 INDEMNIFICATION 90 87 Section 8.1 Survival 90 87 Section 8.2 Indemnification by Group Companies 91 88 Section 8.3 Limitations on Indemnification 92 89 Section 8.4 Claim Procedure 93 90 Section 8.5 Indemnification Payments 95 91 Section 8.6 Sole Recourse; Payments from Escrow Account 95 91 Section 8.7 Exclusive Remedy 95 91 Section 8.8 Right of Offset 96 92 Section 8.9 Claims Unaffected by Investigation 96 92 Section 8.10 Mitigation 96 92 ARTICLE 9 MISCELLANEOUS 96 92 Section 9.1 Entire Agreement; Assignment 96 92 Section 9.2 Amendment 96 92 Section 9.3 Notices 97 92 Section 9.4 Governing Law 98 93 Section 9.5 Fees and Expenses 98 93 Section 9.6 Construction; Interpretation 98 94 Section 9.7 Exhibits and Schedules 99 94 Section 9.8 Parties in Interest 99 95 Section 9.9 Severability 99 95 Section 9.10 Counterparts; Electronic Signatures 99 95 Section 9.11 Knowledge of Company; Knowledge of Parent 100 95 Section 9.12 No Recourse 100 95 Section 9.13 Extension; Waiver 100 96 Section 9.14 Waiver of Jury Trial 101 96 Section 9.15 Submission to Jurisdiction 101 96 Section 9.16 Remedies 102 97 Section 9.17 Trust Account Waiver 102 97 Section 9.18 Acknowledgement of Amendment and Restatement 102 97 Schedule A Required Governing Documents Proposals Schedule B PIPE Investors Exhibit A Form of Parent Certificate of Incorporation Exhibit B Form of Parent Bylaws Certificate of Designations Exhibit C Form of Amended and Restated Transaction Support Agreement Parent Bylaws 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 SECOND AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of August 9October 6, 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 Merger Sub I, the “Merger Subs”), VSee Lab, Inc., a Delaware corporation (“VSee”), and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc,” and together with VSee, the “Company Parties”). Parent, Merger Subs and the Company Parties shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.