Exhibit 2.1

DIGITAL HEALTH ACQUISITION CORP.

SECOND AMENDMENT AND WAIVER

This Second Amendment and Waiver (this “Second Amendment”) is made effective as of April 17, 2024 (the “Effective Date”), by and among Digital Health Acquisition Corp., a Delaware corporation (the “Company”), DHAC Merger Sub I, Inc., DHAC Merger Sub II, Inc., VSee Lab, Inc., and iDoc Virtual Telehealth Solutions, Inc. (each, a “Party” and collectively, the “Parties”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Third Amended and Restated Business Combination Agreement dated November 21, 2023 among the Company and the Parties (the “Original BCA”) and as further amended on February 13, 2024 (the “First Amendment” as amended by the First Amendment, the “Third A&R BCA”). The Original BCA, as amended by both the First Amendment and this Second Amendment, is hereby referred as the “Agreement”.

RECITALS

A.            WHEREAS, on November 21, 2023, the Company and the Parties entered into the Original BCA;

B.            WHEREAS, on February 13, 2024, the Parties to the Original BCA entered the First Amendment, which amended certain definitions and closing considerations in the Original BCA;

C.            WHEREAS, under the Original BCA, the transactions contemplated by the business combination agreement shall be consummated on or prior to March 31, 2024 (the “Termination Date”); and

D.            WHEREAS, the Parties desire to amend and extend the Termination Date in the Original BCA.

NOW, THEREFORE, the undersigned Parties hereby agree as follows:

1.   Effect of this Agreement. The Third A&R BCA will remain in full force and effect except as expressly modified by this Agreement.

2.   Omnibus Amendments and Waivers. The Company and the applicable Parties hereby agree as follows:

2.1  Section 7.1(d) of the Original BCA shall be amended and restated as follows:

“(d)      by either Parent or a Company Party, if the transactions contemplated by this Agreement shall not have been consummated on or prior to June 30, 2024 (the “Termination Date”); provided, that”

3.   Waivers and Agreements. The Company and the applicable Parties hereby agree as follows:

3.1  The Parties hereby consent to the execution of a Letter Agreement dated April 17, 2024 by and among Digital Health Acquisition Corp, VSee Lab, Inc., iDoc Virtual Telehealth Solutions, Inc., and [___________].

4.   Miscellaneous. Article 9 of the Original BCA is hereby incorporated by reference and shall apply to this Agreement.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each of the Parties has caused this Second Amendment to the Third Amended and Restated Business Combination Agreement (as amended) to be duly executed on its behalf as of the day and year first above written.

Signature Page to Second Amendment to BCA

IN WITNESS WHEREOF, each of the Parties has caused this Second Amendment to the Third Amended and Restated Business Combination Agreement (as amended) to be duly executed on its behalf as of the day and year first above written.

Signature Page to Second Amendment to BCA

Exhibit 10.1

April 17, 2024

Dear Sirs:

Reference is made to (i) the Securities Purchase Agreement dated as of October 5, 2022 (as amended by the Letter Agreement dated as of November 21, 2023 and as further amended, superseded, replaced, or otherwise modified from time to time, the “Purchase Agreement”), between Digital Health Acquisition Corp., a Delaware corporation (the “Company”), VSee Lab, Inc., a Delaware corporation (“VSee”), iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”), and [Investor], as purchaser and as collateral agent for the Purchaser Parties (in such capacities, “you” or “[Investor]”), and (ii) a Senior Secured Convertible Promissory Note having a principal amount equal to $111,111.33 issued by the Company on November 21, 2023 and a Senior Secured Convertible Promissory Note having a principal amount equal to $55,555.67 issued by the Company on January 25, 2024 (collectively, the “New Notes”). Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement, or if not defined therein, such capitalized terms shall refer to any item included in any of the definitions thereof set forth in any of the Notes, in each case as of the date hereof,

This letter agreement (this “Letter Agreement”) confirms our recent discussions regarding certain modifications to the New Notes.

In consideration of the foregoing recitals and the covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and [Investor] hereby agree as follows:

In further consideration for the execution of this Letter Agreement by [Investor] and without limiting any rights or remedies [Investor] may have, the Company, VSee, and iDoc (each a “Releasor” and, collectively, the “Releasors”), each for itself and for its subsidiaries, hereby releases [Investor], each Purchaser Party and each of their Related Parties (each a “Releasee” and, collectively, the “Releasees”) from any and all Claims that any of the Releasors or any of its subsidiaries has or may have against any Releasee on or prior to the date hereof, whether or not relating to any Transaction Document, any obligation or liability owing thereunder, any asset of any of the Releasors or any of their subsidiaries or affiliates, or any legal relationship that exists or may exist between any Releasee and any of the Releasors or any of their subsidiaries. Each Releasor, for itself and for its subsidiaries, acknowledges and agrees that it or its subsidiaries may discover information later that could have affected materially its willingness to agree to the release in this paragraph and that neither such possibility, which it took into account when executing this Letter Agreement, nor such discovery, as to which it expressly assumes the risk, shall affect the effectiveness of the release in this paragraph, and waives the benefit of any legal requirement that may provide otherwise. As used in this paragraph, (i) “Claims” means all liabilities, rights, demands, covenants, duties, obligations (including, without limitation, indebtedness, receivables and other contractual obligations), claims, actions and causes of actions, suits, disputes, judgments, damages, settlements, losses, debts, responsibilities, fines, penalties, sanctions, commissions and interest, disbursements, taxes, charges, interest, costs, fees and expenses (including, without limitation, fees, charges and disbursements of financial, legal and other advisors, consultants and professionals and, if applicable, any value-added and other taxes and charges thereon), in each case of any kind or nature, whether joint or several, whether now existing or hereafter arising and however acquired and whether or not known, asserted, direct, contingent, liquidated, due, consequential, actual, punitive or treble and (ii) “Related Party” means, with respect to any person, any affiliate of such person or of another Related Party of such person and such person’s and such affiliate’s predecessors, successors, assigns, managers, members, partners, directors, officers, staff members (including, without limitation, individuals with independent contractor or similar status), agents, attorneys-in-fact, trustees, fiduciaries, representatives and advisors.

Each of the Releasors, on behalf of each of its subsidiaries party to the Guaranty as Guarantor, hereby agrees that such Guarantor continues to guaranty, pursuant to the Transaction Documents, as primary obligor and not as surety, the full and punctual payment when due of the obligations owing under the Transaction Documents as modified hereby and that the terms hereof shall not affect in any way its obligations and liabilities, as expressly modified hereby, under the Transaction Documents. Each of the Releasors, each for itself and its subsidiaries party to the Guaranty as Guarantors, hereby reaffirms (a) all such obligations and liabilities, and agrees that such obligations and liabilities shall remain in full force and effect and (b) the Liens granted under the Transaction Documents, and agrees that such Liens shall continue to secure such obligations and liabilities.

This Letter Agreement is a Transaction Document and is limited as written. The execution, delivery and effectiveness of this Letter Agreement shall not, except as expressly provided herein, (A) waive or modify any right, power or remedy under, or any other provision of, or any Event of Default under, any Transaction Document or (B) commit or otherwise obligate any Purchaser to enter into or consider entering into any other amendment, waiver or modification of any Transaction Document.

All communications and notices hereunder shall be given as provided in the Transaction Documents. This Letter Agreement (a) shall be governed by and construed in accordance with the law of the State of Delaware, (b) except as otherwise provided in the Transaction Documents, is for the exclusive benefit of the parties hereto and beneficiaries of the Purchase Agreement and, together with the other Transaction Documents, constitutes the entire agreement of such parties, superseding all prior agreements among them, with respect to the subject matter hereof, (c) may be modified, waived or assigned only in writing and only to the extent such modification, waiver or assignment would be permitted under the Transaction Documents (and any attempt to assign this Letter Agreement without such writing shall be null and void), (d) is a negotiated document, entered into freely among the parties upon advice of their own counsel, and shall not be construed against any of its drafters and (e) shall survive the satisfaction or discharge of the amounts owing under the Transaction Documents. The fact that any term or provision of this Letter Agreement is held invalid, illegal or unenforceable as to any person in any situation in any jurisdiction shall not affect the validity, enforceability or legality of the remaining terms or provisions hereof or the validity, enforceability or legality of such offending term or provision in any other situation or jurisdiction or as applied to any person.

Kindly confirm your agreement with the above by signing in the space indicated below and by returning by email a partially executed PDF copy of this letter to the undersigned, and which may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement.

AGREED AND ACCEPTED:

[Investor]

Exhibit 10.2

April 17, 2024

Dear Sir:

Reference is made to (i) the Securities Purchase Agreement dated as of May 5, 2023 and as further amended, superseded, replaced, or otherwise modified from time to time, the “Purchase Agreement”), between Digital Health Acquisition Corp., a Delaware corporation (the “Company”), and [Note Holder] (in such capacities, “you” or “[Note Holder]”), and (ii) a Promissory Note having a principal amount equal to $300,000 issued by the Company on May 5, 2023 and guaranteed by VSee Lab, Inc., a Delaware corporation (“VSee”) and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”) (the “Note”). Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement, or if not defined therein, such capitalized terms shall refer to any item included in any of the definitions thereof set forth in the Note, in each case as of the date hereof,

This letter agreement (this “Letter Agreement”) confirms our recent discussions regarding certain modifications to the Purchase Agreement and the Note.

In consideration of the foregoing recitals and the covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and [Note Holder] hereby agree as follows1:

WHEREAS, DHAC, VSee, and iDoc needs working capital and is seeking bridge financing in connection with consummation of a proposed business combination in accordance with the terms and conditions set forth in that certain Third Amended and Restated Business Combination Agreement dated November 21, 2023 (and as further amended from time to time), by and among the Company, DHAC Merger Sub I, Inc., DHAC Merger Sub II, Inc., VSee Lab, Inc., and iDoc Virtual Telehealth Solutions, Inc.

“Business Combination” means the consummation of the proposed business combination in accordance with the terms and conditions set forth in that certain Third Amended and Restated Business Combination Agreement dated November 21, 2023 (and as further amended from time to time), by and among DHAC, DHAC Merger Sub I, Inc., DHAC Merger Sub II, Inc., VSee Lab, Inc. and iDoc Virtual Telehealth Solutions, Inc. (the “Business Combination Agreement”), as further described in DHAC’s Current Report on Form 8-Ks, which were filed with the Commission (defined below) on November 22, 2023, February 13, 2024 and April 17, 2024.

1 Bolded and italicized text are included for reference purposes only to indicate text being amended.

5.1            Termination and Survival. This Agreement may be terminated by [Note Holder], as to [Note Holder]’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the Company and the other Purchasers, if the Closing has not occurred on or before June 30, 2024. Termination of this Agreement will not affect the right of any party to sue for any breach by any other party (or parties) prior to such termination. The representations and warranties, covenants and other provisions hereof shall survive the Closing and the delivery of the Securities. Notwithstanding any termination of any Transaction Document, the reimbursement and indemnities to which [Note Holder] Parties are entitled under the provisions of any Transaction Document shall continue in full force and effect and shall protect [Note Holder] Parties against events arising after such termination as well as before.

This Promissory Note is a duly authorized and validly issued Promissory Note of Digital Health Acquisition Corp., a Delaware corporation (together with its successors and permitted assigns, the “Company”), designated as its Promissory Note due June 30, 2024 (this “Note” ) issued and sold by the Company and guaranteed by VSee Lab, Inc.(“VSee”), and iDoc Virtual Telehealth Solutions, Inc. (“iDoc”) to [Note Holder] (together with its successors and registered assigns, “[Note Holder]” or the “Holder” or the “Purchaser”).

FOR VALUE RECEIVED, the Company promises to pay to the order of Holder, the principal amount of Three Hundred Thousand Dollars ($300,000) on June 30, 2024 (the “Maturity Date”) in full in cash as provided herein, or on such earlier date as this Note is required or permitted to be repaid as provided hereunder, in each case together with all accrued but unpaid interest thereon (including any Minimum Interest Amount remaining on such principal amount as of such date), and any other amounts owing under this Note in accordance with the provisions hereof. Amounts repaid may not be reborrowed.

(i)            Upon the closing of the Business Combination under the Business Combination Agreement , the Company shall repay the Note in its entirety (inclusive of the payment of the Make Whole Amount and any other amount due hereunder) by the payment to the Holder in immediately available Dollars an amount equal to the Mandatory Prepayment Amount. If this Note has not otherwise been paid off in full in accordance with the preceding sentence or otherwise, so long as a majority of the original aggregate principal amount of the Notes remains outstanding on the date of any Subsequent Offering (as defined below), on the 10th day following the Company consummating any public or private offering of any Capital Stock or any other issuance of any Capital Stock or of any other Securities or any other financing, including any debt financing, or capital-raising transaction (each a “Subsequent Offering”) on any date other than the Maturity Date, in which the Company receives or is otherwise entitled to receive (except for the Company directing that such proceeds be paid to other Persons), the Company shall, subject to the Holder’s conversion rights set forth herein, pay to the Holder in immediately available Dollars an amount equal to the Mandatory Prepayment Amount. The Company shall provide notice to the Holder of the closing of such Subsequent Offering, including the expected gross proceeds thereof, not later than the 10th day preceding the date of consummation of such Subsequent Offering, which notice shall be irrevocable and constitute an agreement to pay the Mandatory Prepayment Amount on the date of consummation of such Subsequent Offering. This Section 2(b) is merely a requirement to redeem this Note and not an authorization to consummate any Subsequent Offering.

iii.            the Company cancels or otherwise terminates the Business Combination Agreement anytime or fails to consummate the Business Combination on or prior to June 30, 2024.

b) Subordination.            This Note is subordinated in right of payment to those certain promissory notes dated October 5, 2022, November 21, 2023 and January 25, 2024, each as amended if applicable, by and between each of the Company, VSee and iDoc, as applicable, on the one hand, and [INVESTOR], on the other hand pursuant to that certain Subordination Agreement dated as of May 5, 2023 by and among [Investor], the Holder, the Company, VSee and iDoc.

[Signature Page Follows]

Kindly confirm your agreement with the above by signing in the space indicated below and by returning by email a partially executed PDF copy of this letter to the undersigned, and which may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement.

AGREED AND ACCEPTED:

[Note Holder]

[Signature Page to the Letter Agreement]