REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2023 • Digital Health Acquisition Corp. • Services-health services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [*], 202[*], by and among by VSee Health, Inc. (formerly known as Digital Health Acquisition Corp.), a Delaware Corporation (together with its successors and permitted assigns, the “Company”) and the holders identified on the signature pages hereto (each a “Purchaser”).
10,000,000 Units DIGITAL hEALTH aCQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 2021 • Digital Health Acquisition Corp. • Blank checks • New York
Digital Health Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with A.G.P./Alliance Global Partners (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • November 8th, 2021 • Digital Health Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of November 3 , 2021 between Digital Health Acquisition Corp., a Delaware corporation, with offices at 980 N Federal Hwy #304, Boca Raton, FL 33432 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Digital Health Acquisition Corp. Boca Raton, FL 33432Digital Health Acquisition Corp. • October 28th, 2021 • Blank checks • Delaware
This agreement (the “Agreement”) is entered into as of _______, 2021 by and between _________ (the “Subscriber” or “you”), and Digital Health Acquisition Corp., a Delaware corporation (the “Company,” ''we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase _______ shares of common stock, $0.0001 par value per share (the “Shares”), up to _______ of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber's agreements regarding such Shares are as follows:
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • November 8th, 2021 • Digital Health Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _________, 2021, by and between Digital Health Acquisition Corp., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 28th, 2021 • Digital Health Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Digital Health Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 7th, 2022 • Digital Health Acquisition Corp. • Blank checks • New York
This AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 6, 2022, is by and among Digital Health Acquisition Corp., a Delaware corporation with offices located at 980 N. Federal Hwy #304, Boca Raton, FL 33432 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 7th, 2022 • Digital Health Acquisition Corp. • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____, 2022, is by and among VSee Health, Inc. (f/k/a Digital Health Acquisition Corp.), a Delaware corporation with offices located at 980 N. Federal Hwy #304, Boca Raton, FL 33432 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 8th, 2021 • Digital Health Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 3, 2021, is made and entered into by and among Digital Health Acquisition Corp., a Delaware corporation (the “Company”) and Digital Health Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) (and together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • November 22nd, 2023 • Digital Health Acquisition Corp. • Services-health services • New York
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of November 21, 2023 is made by and between [INVESTOR]., a Connecticut limited liability company (the “Investor”), and DIGITAL HEALTH ACQUISITION CORP., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 8th, 2023 • Digital Health Acquisition Corp. • Services-health services
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Company and Purchaser (the “Purchase Agreement”).
GUARANTYGuaranty • August 11th, 2022 • Digital Health Acquisition Corp. • Blank checks • New York
This GUARANTY, dated as of __, 2022 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of 3i, LP, a Delaware limited partnership, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 28th, 2021 • Digital Health Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November __, 2021, is made and entered into by and among Digital Health Acquisition Corp., a Delaware corporation (the “Company”) and Digital Health Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) (and together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE ______________ 20__1Digital Health Acquisition Corp. • November 22nd, 2023 • Services-health services • Delaware
This Senior Secured Convertible Promissory Note is one of a series of duly authorized and validly issued Senior Secured Convertible Notes of VSee Health, Inc. (formerly known as Digital Health Acquisition Corp.), a Delaware corporation (together with its successors and permitted assigns, the “Company”), designated as its Senior Secured Convertible Promissory Note due [*] [*], 202[*] (this “Note” and, collectively with the other Notes of such series, the “Notes”), issued and sold by the Company pursuant to the Exchange Agreement, dated as of November 21, 2023, between the Company and [INVESTOR] (together with its successors and registered assigns, the “Holder”), a company organized and existing under the laws of the State of Connecticut (the “Exchange Agreement”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 8th, 2021 • Digital Health Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 3, 2021, by and between Digital Health Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
THIRD AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT BY AND AMONG DIGITAL HEALTH ACQUISITION CORP., DHAC MERGER SUB I, INC., DHAC MERGER SUB II, INC., VSEE LAB, INC., AND IDOC VIRTUAL TELEHEALTH SOLUTIONS, INC. DATED AS OF NOVEMBER 21, 2023Business Combination Agreement • November 22nd, 2023 • Digital Health Acquisition Corp. • Services-health services • Delaware
This THIRD AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of November 21, 2023, 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.
THIRD AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • November 22nd, 2023 • Digital Health Acquisition Corp. • Services-health services
This THIRD AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of November 21, 2023, by and among Digital Health Acquisition Corp., a Delaware corporation (“Digital Health”), Milton Chen (“Chen”), Dr. Imoigele Aisiku (“Aisiku”), and the undersigned parties listed under Stockholders on the signature page(s) hereto (the “Stockholders”). Each of Digital Health, Chen, Aisiku and each of the Stockholders are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).
WARRANT TO PURCHASE SHARES OF COMMON STOCK of DIGITAL HEALTH ACQUISITION CORP.Digital Health Acquisition Corp. • May 8th, 2023 • Services-health services
This certifies that, for value received, [HOLDER] or its assignees (the “Holder”) is entitled, subject to the terms set forth below, to purchase from Digital Health Acquisition Corp., a Delaware corporation (the “Company”), 26,086 shares of Common Stock of the Company, $0.0001 par value per share (the “Warrant Shares”), as constituted on the date hereof (the “Warrant Issue Date”), upon surrender hereof, at the principal office of the Company referred to below, with the subscription form attached hereto duly executed, and simultaneous payment therefor in lawful money of the United States or otherwise as hereinafter provided, at the exercise price as set forth in Section 2 below (the “Exercise Price”). The number, character and Exercise Price of the Warrant Shares is subject to adjustment as provided below. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein.
SECURITY AND PLEDGE AGREEMENTIntellectual Property Security Agreement • August 11th, 2022 • Digital Health Acquisition Corp. • Blank checks • New York
WHEREAS, the Company and VSee are party to that certain Securities Purchase Agreement, dated as of August 9, 2022, (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”) by and among the Company, VSee, and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation, and each party listed as a “Buyer” on the Schedule of Buyers attached thereto (each a “Buyer” and collectively, the “Buyers”), pursuant to which the Company shall be required to sell, and the Buyers shall purchase or have the right to purchase, the “Notes” issued pursuant thereto (as such Notes may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, collectively, the “Notes”);
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • November 8th, 2021 • Digital Health Acquisition Corp. • Blank checks • Delaware
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of November 3, 2021, by and between Digital Health Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 980 N Federal Hwy, Room #304, Boca Raton, FL 33432, and Digital Health Sponsor LLC, a Delaware limited liability company (the “Subscriber”), having its principal place of business at 980 N Federal Hwy, Room #304, Boca Raton, FL 33432.
amended and restated SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 13th, 2024 • Digital Health Acquisition Corp. • Services-health services • Delaware
This AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 13, 2024, is by and among [iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”),/VSee Lab, Inc., a Delaware corporation (“VSee”)], Digital Health Acquisition Corp, a Delaware corporation (the “Company”), and [INVESTOR], a Connecticut limited liability company (“[INVESTOR]”, together with [iDoc/VSee] and the Company the “Parties”). For purposes of this Agreement, references to the “Company” shall also include, after the closing of the Business Combination (as defined below), the resulting publicly listed company pursuant to the transactions contemplated by the Third Amended and Restated Business Combination Agreement, dated November 21, 2023 (as it may be further amended or supplemented from time to time, the “Business Combination Agreement”), by and between the Company, DHAC Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2023 • Digital Health Acquisition Corp. • Services-health services
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of [_____________] is made by and between QUANTUM ASSETS SPV LLC, a Delaware limited liability company (the “Investor”), and DIGITAL HEALTH ACQUISITION CORP., a company incorporated under the laws of the state of Delaware (the “Company”). For purposes of this Agreement, references to the “Company” shall also include, after the closing of the Business Combination (as defined below), the resulting publicly listed company pursuant to the transactions contemplated by the Third Amended and Restated Business Combination Agreement, dated November 21, 2023 (as it may be further amended or supplemented from time to time, the “Business Combination Agreement”), by and between the Company, DHAC Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub I”), DHAC Merger Sub II, Inc., a Texas corporation and a wholly owned subsidiary of the Company(“Merger Sub II”), VSee Lab, Inc. a Delaware corp
SECOND AMENDMENT TO LEAK-OUT AGREEMENTLeak-Out Agreement • November 22nd, 2023 • Digital Health Acquisition Corp. • Services-health services
This SECOND AMENDMENT TO LEAK-OUT AGREEMENT, dated November 21, 2023 (this “Amendment”) is entered into by and between DIGITAL HEALTH ACQUISITION CORP., a Delaware corporation (the “Company”) and SALESFORCE, INC. (the “Holder”). Capitalized terms used herein, unless otherwise defined, shall have the meanings set forth in the Leak-Out Agreement, dated August 9, 2022, by and between the Company and the Holder, as amended on October 6, 2022 (the “Original Agreement”).
ContractDigital Health Acquisition Corp. • May 8th, 2023 • Services-health services • Delaware
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, IT MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE BORROWER. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
DIGITAL HEALTH ACQUISITION CORP.Digital Health Acquisition Corp. • November 8th, 2021 • Blank checks • New York
This letter agreement by and between Digital Health Acquisition Corp. (the “Company”) and Digital Health Sponsor LLC (the “Provider”), dated as of the date of this letter agreement, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (File No. 333-260232) (the “Registration Statement”) is declared effective (the “Effective Date”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”).
SECURITY AGREEMENTSecurity Agreement • November 4th, 2022 • Digital Health Acquisition Corp. • Blank checks • Delaware
This Security Agreement (this “Agreement”), dated as of October 5, 2022, is entered into by Digital Health Acquisition Corp., a Delaware Corporation (“DHAC”), VSee Lab, Inc., a Delaware corporation (“VSee”) and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc” and together with DHAC and VSee, and including their respective successors and permitted assigns, individually, a “Seller” and collectively, the “Sellers”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 7.6 (together with each Seller, the “Grantors”) in favor of _________________, a ________________company, for itself and as collateral agent (in such capacity and together with any successor and any replacement named in accordance with the Purchase Agreement, the “Collateral Agent”) for the holders (together with the Initial Holders, the “Holders” or the “Purchasers”) of, the senior secured notes of the Sellers, due October 5, 2023 (the “Not
SENIOR SECURED PROMISSORY NOTE DUE OCTOBER 5, 2023Digital Health Acquisition Corp. • October 7th, 2022 • Blank checks • Delaware
This Senior Secured Promissory Note is one of a series of duly authorized and validly issued Secured Notes of ____________________________ (together with its successors and permitted assigns, the “Company”), designated as its Senior Secured Promissory Note due October 5, 2023 (this “Note” and, collectively with the other Notes of such series, the “Notes”), issued and sold by the Company pursuant to the Securities Purchase Agreement, dated as of October 5, 2022, among the Digital Health Acquisition Corp. (“Company”), VSee Lab, Inc.(“VSee”), and iDoc Virtual Telehealth Solutions, Inc. (“iDoc”) (collectively, the “Sellers”) and ________________________ and the other purchasers listed therein; ______________________ (together with its successors and registered assigns, the “Holder” or the “Purchaser”) (the “Purchase Agreement”).
DIGITAL HEALTH ACQUISITION CORP.Digital Health Acquisition Corp. • August 11th, 2022 • Blank checks
AMENDED AND RESTATED security agreementSecurity Agreement • June 28th, 2024 • Vsee Health, Inc. • Services-health services • Delaware
This Amended and Restated Security Agreement (this “Agreement”), dated as of June 24, 2024, is entered into by VSee Health, Inc. (formerly known as Digital Health Acquisition Corp.), a Delaware corporation (“VSEE”), VSee Lab, Inc., a Delaware corporation (“VSee Lab”) and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc” and together with VSEE and VSee Lab, and including their respective successors and permitted assigns, individually, a “Company” and collectively, the “Companies”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 7.7 (together with each Company, the “Grantors”) in favor of Dominion Capital LLC, a Connecticut limited liability company, for itself and as collateral agent (in such capacity and together with any successor and any replacement named in accordance with the Purchase Agreement and/or the Exchange Agreement, the “Collateral Agent”) for the holders (together with the Initial Ho
VSEE HEALTH, INC. RESTRICTED SHARE UNIT AWARD AGREEMENTEquity Incentive Plan • October 8th, 2024 • Vsee Health, Inc. • Services-health services • Delaware
VSee Health, Inc., a Delaware corporation (“Company”), hereby grants an Award of Restricted Share Units, subject to the terms, conditions, and restrictions of the Company’s 2024 Equity Incentive Plan (the “Plan”), and this Restricted Share Unit Award Agreement, including Appendix A attached hereto (the Restricted Share Unit Award Agreement and Appendix A are collectively referred to as the “Award Agreement”). The capitalized terms used in the Award Agreement that are defined in the Plan shall have the same meanings herein as are set forth in the Plan.
EXCHANGE AGREEMENTExchange Agreement • November 22nd, 2023 • Digital Health Acquisition Corp. • Services-health services • Delaware
This Exchange Agreement (this “Agreement”) is dated as of November 21, 2023, between Digital Health Acquisition Corp., a Delaware corporation (“DHAC”), VSee Lab, Inc., a Delaware corporation (“VSee”) and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”, and together with DHAC and VSee, each a “Company” and collectively, the “Companies”) and the holders identified on the signature pages hereto (each an “Initial Holder” and, including their respective successors and permitted assigns, each a “Holder” and collectively the “Holders” or “Holder Parties”), and [INVESTOR], a Connecticut limited liability company, as collateral agent for the Holder Parties (in such capacity, and together with any successor and replacement named in accordance with this Agreement, the “Collateral Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 28th, 2024 • Vsee Health, Inc. • Services-health services
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 24, 2024, by and among by VSee Health, Inc. (formerly known as Digital Health Acquisition Corp.), a Delaware Corporation (together with its successors and permitted assigns, the “Company”) and the holders identified on the signature pages hereto (each a “Purchaser”).
CONVERTIBLE PROMISSORY NOTE DUE SEPTEMBER 22, 2024Vsee Health, Inc. • October 15th, 2024 • Services-health services • Delaware
This Convertible Promissory Note of VSee Health, Inc. (formerly known as Digital Health Acquisition Corp.), a Delaware corporation (together with its successors and permitted assigns, the “Company”), designated as its Convertible Promissory Note due September 22, 2024 (this “Note”), issued and sold by the Company pursuant to that certain equity purchase agreement, dated as of November 21, 2023, between the Company and Dominion Capital LLC (together with its successors and registered assigns, the “Holder”), a company organized and existing under the laws of the State of Connecticut (the “Purchase Agreement”).
GUARANTYGuaranty • October 1st, 2024 • Vsee Health, Inc. • Services-health services • Delaware
This Guaranty (this “Guaranty”), dated as of September 30, 2024, by and among VSee Lab, Inc., (“VSee Lab”), a Delaware corporation and a wholly owned subsidiary of VSee Health, Inc., a Delaware corporation (“VSee Health”), iDoc Virtual Telehealth Solutions, Inc. (“iDoc”), a Texas corporation and a wholly owned subsidiary of VSee Health, (together with VSee Lab and their successors and, if permitted, assign, the “Companies”) and each of the other entities listed on the signature pages hereof as guarantor or that becomes a party hereto as such pursuant to Article II, Section 4 (together with their successors and, if permitted, assigns and the Companies, the “Guarantors”), in favor of [HOLDER AND COLLATERAL AGENT], a Delaware limited liability company, as collateral agent (in such capacity, and together with its successors and, if permitted, assigns, the “Collateral Agent”) under the Purchase Agreement (as defined below), the holders (together with their successors and, if permitted, assi
Re: Amendment to May 2023 Securities Purchase Agreement and Promissory NotesDigital Health Acquisition Corp. • April 18th, 2024 • Services-health services
Reference is made to (i) the Securities Purchase Agreement dated as of May 5, 2023 and as further amended, superseded, replaced, or otherwise modified from time to time, the “Purchase Agreement”), between Digital Health Acquisition Corp., a Delaware corporation (the “Company”), and [Note Holder] (in such capacities, “you” or “[Note Holder]”), and (ii) a Promissory Note having a principal amount equal to $300,000 issued by the Company on May 5, 2023 and guaranteed by VSee Lab, Inc., a Delaware corporation (“VSee”) and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”) (the “Note”). Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement, or if not defined therein, such capitalized terms shall refer to any item included in any of the definitions thereof set forth in the Note, in each case as of the date hereof,
