SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 11th, 2022 • Digital Health Acquisition Corp. • Blank checks • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 9, 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 • August 11th, 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”).
DIGITAL HEALTH ACQUISITION CORP. REGISTRATION RIGHTS AGREEMENT (VSEE/iDOC)Registration Rights Agreement • August 11th, 2022 • Digital Health Acquisition Corp. • Blank checks
This Registration Rights Agreement (this “Agreement”) is made and entered into as of ________, ____, between Digital Health Acquisition Corp., a Delaware corporation (the “Company”), and each of the several and the holder(s) of the Company’s securities set forth on the signature pages hereof (each such holder, an “Holder” and, collectively, the “Holders”).
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).
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 AUGUST 9, 2022Business Combination Agreement • August 11th, 2022 • Digital Health Acquisition Corp. • Blank checks • Delaware
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.
AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • August 11th, 2022 • Digital Health Acquisition Corp. • Blank checks
This AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of August 9, 2022, 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).
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”);
DIGITAL HEALTH ACQUISITION CORP.Digital Health Acquisition Corp. • August 11th, 2022 • Blank checks
LEAK-OUT AGREEMENTLeak-Out Agreement • August 11th, 2022 • Digital Health Acquisition Corp. • Blank checks
This agreement (the “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and between Digital Health Acquisition Corp., a Delaware corporation (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”).
