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 • October 7th, 2022 • Digital Health Acquisition Corp. • Blank checks
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 5, 2022, by and among by Digital Health Acquisition Corp., a Delaware Corporation (together with its successors and permitted assigns, the “Company”) and the purchasers identified on the signature pages hereto (each a “Purchaser”).
SECOND 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 OCTOBER 6, 2022Business Combination Agreement • October 7th, 2022 • Digital Health Acquisition Corp. • Blank checks • Delaware
This SECOND AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of October 6, 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.
SECOND AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • October 7th, 2022 • Digital Health Acquisition Corp. • Blank checks
This SECOND AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of October 6, 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).
WARRANT TO PURCHASE SHARES OF COMMON STOCK of DIGITAL HEALTH ACQUISITION CORP.Warrant Agreement • October 7th, 2022 • Digital Health Acquisition Corp. • Blank checks
This certifies that, for value received, _________________________ 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”), 173,913 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.
FIRST AMENDMENT TO LEAK-OUT AGREEMENTLeak-Out Agreement • October 7th, 2022 • Digital Health Acquisition Corp. • Blank checks
This FIRST AMENDMENT TO LEAK-OUT AGREEMENT, dated October 6, 2022 (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 (the “Original Agreement”).
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”).
Letterhead of Digital Health Acquisition Corp. LOCK-UP AGREEMENTLock-Up Agreement • October 7th, 2022 • Digital Health Acquisition Corp. • Blank checks • Delaware
Re: Securities Purchase Agreement, dated as of the date hereof, between Digital Health Acquisition Corp., (the “Company”), VSee Lab, Inc. (“VSee”) and iDoc Virtual Telehealth Solutions, Inc. (“iDoc”) and each of the purchasers signatory thereto (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 7th, 2022 • Digital Health Acquisition Corp. • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of October 5, 2022, among 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 the purchasers identified on the signature pages hereto (each, an “Initial Purchaser” and, including their respective successors and permitted assigns, a “Purchaser”) and ___________________________, as collateral agent for the Purchaser Parties (in such capacity, and together with any successor and replacement named in accordance with this Agreement, the “Collateral Agent”).
