DIGITAL HEALTH ACQUISITION CORP.
Exhibit 10.7
DIGITAL HEALTH ACQUISITION CORP.
000 X Xxxxxxx Xxx #000,
Xxxx Xxxxx, XX 00000
November 3, 2021
Digital Health Sponsor LLC
000 X Xxxxxxx Xxx #000,
Xxxx Xxxxx, XX 00000
Ladies and Gentlemen:
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”).
(i) The Provider shall make available, or cause to be made available, to the Company, such administrative and other services as may be reasonably requested by the Company. In exchange therefor, the Company shall pay to the Provider the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. Provider agrees that payment of such amounts may be deferred, without interest, until the date of consummation by the Company of the initial business combination upon a determination by the Company’s audit committee that the Company lacks sufficient funds held outside the Trust Account (as defined below) to pay the Company’s actual or anticipated expenses in connection with the Company’s initial business combination; and
(ii) The Provider hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or arising out of, this letter agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the public stockholders of the Company and into which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it may have in the future, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.
This letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.
This letter agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties hereto.
No party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.
This letter agreement constitutes the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of law principles.
This letter agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same letter agreement.
| Very truly yours, | |
| DIGITAL HEALTH ACQUISITION CORP. | |
| By: | /s/ Xxxxx Xxxx | |
| Name: Xxxxx Xxxx | ||
| Title: Chief Executive Officer |
| Agreed: | ||
| Digital Health Sponsor LLC | ||
| By: | /s/ Xxxxxxxx Xxxxx | |
| Name: Xxxxxxxx Xxxxx | ||
| Title: Managing Member | ||
[Signature Page to Services Agreement]
