DIGITAL HEALTH ACQUISITION CORP. Second AMENDMENT AND WAIVER
Exhibit 2.3
DIGITAL HEALTH ACQUISITION CORP.
Second AMENDMENT AND WAIVER
This Second Amendment and Waiver (this “Second Amendment”) is made effective as of April 17, 2024 (the “Effective Date”), by and among Digital Health Acquisition Corp., a Delaware corporation (the “Company”), DHAC Merger Sub I, Inc., DHAC Merger Sub II, Inc., VSee Lab, Inc., and iDoc Virtual Telehealth Solutions, Inc. (each, a “Party” and collectively, the “Parties”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Third Amended and Restated Business Combination Agreement dated November 21, 2023 among the Company and the Parties (the “Original BCA”) and as further amended on February 13, 2024 (the “First Amendment” as amended by the First Amendment, the “Third A&R BCA”). The Original BCA, as amended by both the First Amendment and this Second Amendment, is hereby referred as the “Agreement”.
RECITALS
NOW, THEREFORE, the undersigned Parties hereby agree as follows:
“(d)by either Parent or a Company Party, if the transactions contemplated by this Agreement shall not have been consummated on or prior to June 30, 2024 (the “Termination Date”); provided, that”
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IN WITNESS WHEREOF, each of the Parties has caused this Second Amendment to the Third Amended and Restated Business Combination Agreement (as amended) to be duly executed on its behalf as of the day and year first above written.
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| | By: | /s/ Xxxxx Xxxx |
| | Name: | Xxxxx Xxxx |
| | Title: | Chief Executive Officer |
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| DHAC MERGER SUB I, INC. | |
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| | By: | /s/ Xxxxx Xxxx |
| | Name: | Xxxxx Xxxx |
| | Title: | President |
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| DHAC MERGER SUB II, INC. | |
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| | By: | /s/ Xxxxx Xxxx |
| | Name: | Xxxxx Xxxx |
| | Title: | President |
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Signature Page to Second Amendment to BCA
IN WITNESS WHEREOF, each of the Parties has caused this Second Amendment to the Third Amended and Restated Business Combination Agreement (as amended) to be duly executed on its behalf as of the day and year first above written.
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| VSEE LAB, INC. | |
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| | By: | /s/ Xxxxxx Xxxx |
| | Name: | Xxxxxx Xxxx |
| | Title: | Executive Vice Chairman |
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| IDOC VIRTUAL TELEHEALTH SOLUTIONS, INC. | |
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| | By: | /s/ Xxxxxxxx Xxxxxx |
| | Name: | Xx. Xxxxxxxx Xxxxxx |
| | Title: | Executive Chairman |
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Signature Page to Second Amendment to BCA