Digital Health Acquisition : Material Agreement - Form 8-K

Item 1.01 Entry into a Material Definitive Agreement

Third Amended and Restated Business Combination Agreement

As previously disclosed in its Current Reports on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on October 7, 2022 and November 4, 2022, on October 6, 2022, Digital Health Acquisition Corp. ("DHAC" or the "Company"), DHAC Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of DHAC ("Merger Sub I"), DHAC Merger Sub II, Inc., a Texas corporation and a wholly owned subsidiary of DHAC ("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 DHAC, Merger Sub I, Merger Sub II, VSee and iDoc, the "Parties"), entered into a Second Amended and Restated Business Combination Agreement, which agreement was amended on November 3, 2022 (as amended, the "Second A&R Business Combination Agreement").

On November 21, 2023, the parties to the Business Combination Agreement entered into the Third Amended and Restated Business Combination Agreement (the "Business Combination Agreement"), pursuant to which the Second A&R Business Combination Agreement was amended and restated to provide for, among other things, the concurrent execution of the other agreements and transactions described as below in this Report. The transactions contemplated by the Business Combination Agreement are referred to as the "Business Combination" and the closing and closing date of the Business Combination are referred to as the "Closing" and the "Closing Date," respectively.

The foregoing description of the Business Combination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement filed as Exhibit 2.1 hereto and incorporated by reference herein.

Third Amended and Restated Transaction Support Agreement. In connection with the execution of the Business Combination Agreement, DHAC, Milton Chen, the Executive Vice Chairman of VSee, Dr. Imoigele Aisiku, the Executive Chairman of the Board of Directors of iDoc, and certain other stockholders of VSee and iDoc (collectively, the "Supporting Stockholders") entered into a Third Amended and Restated Transaction Support Agreement, dated as of November 21, 2023 (the "Transaction Support Agreement") which amended and restated the Second Amended and Restated Transaction Support Agreement executed on October 6, 2022, pursuant to which the Supporting Stockholders have agreed to, among other things, (i) support and vote in favor of the Business Combination Agreement and the Business Combination at DHAC's stockholder meeting; (ii) not affect any sale or distribution of any shares of capital stock of DHAC, VSee, or iDoc; and (iii) take or cause to be done such further acts and things as may be reasonably necessary or advisable to cause the parties to fulfill their respective obligations under the Business Combination Agreement and consummate the Business Combination.

The foregoing description of the Transaction Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Transaction Support Agreement filed as Exhibit 10.1 hereto and incorporated by reference herein.

Second Amendment to Leak-Out Agreement. Pursuant to the Business Combination Agreement, DHAC executed a second amendment to leak-out agreement (the "Second Amendment to Leak-Out Agreement"), pursuant to which the signing stockholder agreed to fulfil its obligations under the Leak-Out Agreement dated August 9, 2022 and as amended on October 6, 2022 (as amended, the "Leak-Out Agreement") for a period beginning on the Closing Date and ending on the earlier of July 31, 2024.