Dear Sirs:
This Lock-Up Agreement is being delivered to you in connection with (a) that certain Amended and Restated Securities Purchase Agreement (the “Purchase Agreement”), dated as of October 6, 2022 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”), VSee Lab, Inc., a Delaware corporation with offices located at 3188 Kimlee Drive, Suite 100, San Jose, CA, 95132, iDoc Virtual Telehealth Solutions, Inc., a Texas corporation, and the investors party thereto (the “Buyers”), as amended by that certain Amendment No. 1, dated April _, 2023, with respect to the issuance of (i) shares (the “PIPE Shares”) of Series A Convertible Preferred Stock of the Company (the “Series A Preferred Stock”), pursuant to which shares (the “PIPE Conversion Shares”) of the Company's common stock, $0.0001 par value per share (the “Common Stock”), may be issued upon conversion thereof, and (ii) warrants to purchase Common Stock (the “PIPE Warrants” and together with the PIPE Shares and the PIPE Conversion Shares, the “PIPE Securities”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.
In order to induce the Buyers to enter into the Purchase Agreement, the undersigned agrees that during the period commencing on the date hereof and ending on such date that the Buyers no longer hold any shares of Series A Preferred Stock (provided that such period shall be extended by the number of Trading Days during such period and any extension thereof contemplated by this proviso on which the Registration Statement is not effective or any prospectus contained therein is not available for use)(the “Lock-Up Period”), the undersigned will not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, make any short sale or otherwise dispose of or agree to dispose of, directly or indirectly, any PIPE Securities, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities and Exchange Act of 1934, as amended and the rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to any PIPE Securities owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively, the “Undersigned's PIPE Securities”), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Undersigned's PIPE Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any PIPE Securities or (4) publicly disclose the intention to do any of the foregoing.
The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned's PIPE Securities even if the Undersigned's PIPE Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include, without limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the Undersigned's PIPE Securities or with respect to any security that includes, relates to, or derives any significant part of its value from the Undersigned's PIPE Securities.
Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s PIPE Securities (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein; (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such
