GUARANTYGuaranty • October 1st, 2024 • Vsee Health, Inc. • Services-health services • Delaware
This Guaranty (this “Guaranty”), dated as of September 30, 2024, by and among VSee Lab, Inc., (“VSee Lab”), a Delaware corporation and a wholly owned subsidiary of VSee Health, Inc., a Delaware corporation (“VSee Health”), iDoc Virtual Telehealth Solutions, Inc. (“iDoc”), a Texas corporation and a wholly owned subsidiary of VSee Health, (together with VSee Lab and their successors and, if permitted, assign, the “Companies”) and each of the other entities listed on the signature pages hereof as guarantor or that becomes a party hereto as such pursuant to Article II, Section 4 (together with their successors and, if permitted, assigns and the Companies, the “Guarantors”), in favor of [HOLDER AND COLLATERAL AGENT], a Delaware limited liability company, as collateral agent (in such capacity, and together with its successors and, if permitted, assigns, the “Collateral Agent”) under the Purchase Agreement (as defined below), the holders (together with their successors and, if permitted, assi
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 1st, 2024 • Vsee Health, Inc. • Services-health services • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of September 30, 2024, by and among VSee Health, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, an “Initial Purchaser” and, including their respective successors and permitted assigns, a “Purchaser”) and [PURCHASER AND COLLATERAL AGENT], a Delaware limited liability company (“[PURCHASER AND COLLATERAL AGENT]”), 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”).
Lock-up AgreementLock-Up Agreement • October 1st, 2024 • Vsee Health, Inc. • Services-health services
The undersigned understands that VSee Health, Inc., a Delaware corporation (together with its successors and, if permitted, assigns, the “Company”) intends to enter into a Securities Purchase Agreement (as modified from time to time, the “Purchase Agreement”) dated as of the date hereof, with each purchaser (together with its successors and, if permitted, assigns, an “Investor”) identified on the signature page hereof, and [INVESTOR AND COLLATERAL AGENT], as collateral agent for Investors, providing for the purchase (the “Transaction”) of senior secured convertible promissory notes (the “Notes”) and other securities, and, in connection therewith, intends to enter into a registration rights agreement with the Investors. Capitalized terms are used as defined in the Annex hereto (which is hereby incorporated and made a part of this agreement) and other capitalized terms used but not defined in this agreement shall have the meanings ascribed to such terms in the Purchase Agreement.
WARRANT TO PURCHASE SHARES OF COMMON STOCK OF VSEE HEALTH, INC.Vsee Health, Inc. • October 1st, 2024 • Services-health services • Delaware
This Warrant is issued pursuant to Section 2.1 (Purchase) of that certain Securities Purchase Agreement, dated as of September 30, 2024, by and among the Company, the Holder, and the other purchasers party thereto as such (as modified from time to time, the “Purchase Agreement”; capitalized terms used but not defined herein are used as defined in the Purchase Agreement), the “Closing Date” thereunder and as defined thereunder being the date on which full consideration was paid for the issuance of this Warrant.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2024 • Vsee Health, Inc. • Services-health services • Delaware
This Registration Rights Agreement (this “Agreement”), dated as of September 30, 2024, is entered into by and among VSee Health, Inc., a Delaware corporation (together with its successors and, if permitted, assigns, the “Company”), and the holders identified on the signature pages hereto (each, together with its successors and, if permitted, assigns, a “Holder”).
security agreementSecurity Agreement • October 1st, 2024 • Vsee Health, Inc. • Services-health services • Delaware
This Security Agreement (this “Agreement”), dated as of September 30, 2024, is entered into by and among VSee Health, Inc. (the “Company”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 7.6 (together with the Company, the “Grantors”) in favor of [COLLATERAL AGENT], a Delaware limited liability company, for itself and as collateral agent (in such capacity and together with any successor and any replacement named in accordance with the Purchase Agreement, the “Collateral Agent”) for the Purchaser Parties, including the holders (the “Holders” or the “Purchasers”) of the Senior Secured Convertible Notes of the Company (the “Notes”) issued and sold by the Company pursuant to the Securities Purchase Agreement, dated as of September 30, 2024, by and among the Company, the Collateral Agent and the Holders (the “Purchase Agreement”).
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE MARCH 30, 2026Vsee Health, Inc. • October 1st, 2024 • Services-health services • Delaware
This Senior Secured Convertible Promissory Note is one of a series of duly authorized and validly issued Senior Secured Convertible Promissory Notes of VSee Health, Inc., a Delaware corporation, (the “Company”), designated as its Senior Secured Convertible Promissory Note due March 30, 2026 (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 September 30, 2024, by and among the Company, the other Company Parties and [HOLDER] (together with its successors and registered assigns, the “Holder”), a Delaware limited liability company (the “Purchase Agreement”; capitalized terms used but not otherwise defined herein are used as defined in the Purchase Agreement on the date hereof, with such amendments as may be acceptable to the Holder in its sole discretion). This Note is entered into pursuant to the Purchase Agreement and is subject to the terms and conditions thereof.
