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”).
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE ______________ 20__1Convertible Security Agreement • November 22nd, 2023 • Digital Health Acquisition Corp. • 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 [*] [*], 202[*] (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 [INVESTOR] (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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 22nd, 2023 • Digital Health Acquisition Corp. • Services-health services
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of [_____________] is made by and between QUANTUM ASSETS SPV LLC, a Delaware 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 corp
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).
CONVERTIBLE PROMISSORY NOTE DUE _________, 20__Convertible Security Agreement • November 22nd, 2023 • Digital Health Acquisition Corp. • 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 [*], 202[*] (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 [INVESTOR] (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”).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • November 22nd, 2023 • Digital Health Acquisition Corp. • Services-health services • New York
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of November 21, 2023 is made by and between [INVESTOR]., a Connecticut limited liability company (the “Investor”), and DIGITAL HEALTH ACQUISITION CORP., a Delaware corporation (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 22nd, 2023 • Digital Health Acquisition Corp. • Services-health services • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 21, 2023, 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 I”), DHAC Merger Sub I
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”).
EXCHANGE AGREEMENTExchange Agreement • November 22nd, 2023 • Digital Health Acquisition Corp. • Services-health services • Delaware
This Exchange Agreement (this “Agreement”) is dated as of November 21, 2023, between 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, each a “Company” and collectively, the “Companies”) and the holders identified on the signature pages hereto (each an “Initial Holder” and, including their respective successors and permitted assigns, each a “Holder” and collectively the “Holders” or “Holder Parties”), and [INVESTOR], a Connecticut limited liability company, as collateral agent for the Holder Parties (in such capacity, and together with any successor and replacement named in accordance with this Agreement, the “Collateral Agent”).
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • November 22nd, 2023 • Digital Health Acquisition Corp. • Services-health services • Nevada
THIS CONVERTIBLE Note Purchase Agreement (this “Agreement”) is made as of November 21, 2023 (the “Effective Date”) by and between Digital Health Acquisition Corp., a Delaware corporation (the “Company”), and Quantum Assets SPV LLC, a Delaware limited liability company (the ”Investor” together with the Company the “Parties”)
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT BETWEEN DHAC AND A.G.P.Securities Purchase Agreement • November 22nd, 2023 • Digital Health Acquisition Corp. • Services-health services
This Amendment No. 1 (this “Amendment”), dated as of November 21, 2023 to Securities Purchase Agreement (as defined below) is made by and between Digital Health Acquisition Corp. (the “Company”) and A.G.P./Alliance Global Partners ( “A.G.P.”). All terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement.
LOCK-UP AGREEMENTLock-Up Agreement • November 22nd, 2023 • Digital Health Acquisition Corp. • Services-health services
Re: Exchange 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 holders signatory thereto (the “Exchange Agreement”).
Digital Health Acquisition Corp. Boca Raton, FL, 33432 November 21, 2023Securities Purchase Agreement • November 22nd, 2023 • Digital Health Acquisition Corp. • Services-health services
This letter agreement (this “Letter Agreement”) confirms our recent discussions regarding an additional purchase by [INVESTOR] of an aggregate of $150,000.00 in Subscription Amounts of Senior Secured Convertible Promissory Notes of the Company, which Subscription Amounts shall correspond to an aggregate of $166,667.00 in Initial Principal Amounts to reflect a ten percent (10%) original issue discount, and certain related matters.
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE ______________ 20__1Convertible Security Agreement • November 22nd, 2023 • Digital Health Acquisition Corp. • 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 Digital Health Acquisition Corp., a Delaware corporation (the “Company”), designated as its Senior Secured Convertible Promissory Note due _______, [*] [*], 202[*] (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 Company, VSee Lab, Inc., and iDoc Virtual Telehealth Solutions, Inc. and [INVESTOR] and the other purchasers listed therein; and [INVESTOR] (together with its successors and registered assigns, the “Purchaser”) (as amended, the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 22nd, 2023 • Digital Health Acquisition Corp. • Services-health services • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 21, 2023, is by and between Digital Health Acquisition Corp, a Delaware corporation (the “Company”), and [________], [________] (“[____]”).
