FORM OF INDEMNITY AGREEMENTIndemnification 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”).
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”).
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”).
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:
Digital Health Acquisition Corp. Boca Raton, FL 33432Securities Subscription Agreement • October 28th, 2021 • Digital Health Acquisition Corp. • 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:
INDEMNITY AGREEMENTIndemnity Agreement • June 28th, 2024 • Vsee Health, Inc. • Services-health services • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 24, 2024, by and between VSee Health, Inc. f/k/a 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”).
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”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge 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”);
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”).
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”).
VSEE HEALTH, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • October 8th, 2024 • Vsee Health, Inc. • Services-health services • Delaware
VSee Health, Inc., a Delaware corporation (“Company”), hereby grants an Award of Restricted Stock, subject to the terms, conditions, and restrictions of the Company’s 2024 Equity Incentive Plan (the “Plan”), and this Restricted Stock Award Agreement, including Appendix A attached hereto (the Restricted Stock 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.
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE DECEMBER 24, 2025Convertible Security Agreement • June 28th, 2024 • Vsee Health, Inc. • 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 December 24, 2025 (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 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 “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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 28th, 2024 • Vsee Health, Inc. • Services-health services
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of June 25, 2024 is made by and between QUANTUM ASSETS SPV LLC, a Florida 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 corpora
security agreementSecurity Agreement • October 1st, 2024 • Vsee Health, Inc. • Services-health services • Delaware
This Security Agreement (this “Agreement”), dated as of September 30, 2024, is entered into by and among VSee Health, Inc. (the “Company”) 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 the Company, the “Grantors”) in favor of [COLLATERAL AGENT], a Delaware 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, the “Collateral Agent”) for the Purchaser Parties, including the holders (the “Holders” or the “Purchasers”) of the Senior Secured Convertible Notes of the Company (the “Notes”) issued and sold by the Company pursuant to the Securities Purchase Agreement, dated as of September 30, 2024, by and among the Company, the Collateral Agent and the Holders (the “Purchase Agreement”).
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.Warrant Agreement • May 8th, 2023 • Digital Health Acquisition Corp. • 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.
CONVERTIBLE PROMISSORY NOTE DUE SEPTEMBER 22, 2024Convertible Security Agreement • October 15th, 2024 • Vsee Health, Inc. • 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2024 • Vsee Health, Inc. • Services-health services • Delaware
This Registration Rights Agreement (this “Agreement”), dated as of September 30, 2024, is entered into by and among VSee Health, Inc., a Delaware corporation (together with its successors and, if permitted, assigns, the “Company”), and the holders identified on the signature pages hereto (each, together with its successors and, if permitted, assigns, a “Holder”).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • October 15th, 2024 • Vsee Health, Inc. • Services-health services • New York
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of November 21, 2023 is made by and between DOMINION CAPITAL LLC., a Connecticut limited liability company (the “Investor”), and DIGITAL HEALTH ACQUISITION CORP., a Delaware corporation (the “Company”).
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
VSEE HEALTH, INC. RESTRICTED SHARE UNIT AWARD AGREEMENTRestricted Share Unit Award Agreement • 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.
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”).
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE MARCH 30, 2026Note • October 1st, 2024 • Vsee Health, Inc. • Services-health services • Delaware
This Senior Secured Convertible Promissory Note is one of a series of duly authorized and validly issued Senior Secured Convertible Promissory Notes of VSee Health, Inc., a Delaware corporation, (the “Company”), designated as its Senior Secured Convertible Promissory Note due March 30, 2026 (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 September 30, 2024, by and among the Company, the other Company Parties and [HOLDER] (together with its successors and registered assigns, the “Holder”), a Delaware limited liability company (the “Purchase Agreement”; capitalized terms used but not otherwise defined herein are used as defined in the Purchase Agreement on the date hereof, with such amendments as may be acceptable to the Holder in its sole discretion). This Note is entered into pursuant to the Purchase Agreement and is subject to the terms and conditions thereof.
ContractSecurity Agreement • May 8th, 2023 • Digital Health Acquisition Corp. • 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.Services Agreement • November 8th, 2021 • Digital Health Acquisition Corp. • 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”).
SENIOR SECURED PROMISSORY NOTE DUE OCTOBER 5, 2023Security Agreement • October 7th, 2022 • Digital Health Acquisition Corp. • 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.Lock-Up Agreement • August 11th, 2022 • Digital Health Acquisition Corp. • Blank checks
