Exhibit 2.3
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
NOW, THEREFORE, the undersigned Parties hereby agree 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”
[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.
| | | |
---|---|---|---|
|
| DIGITAL HEALTH ACQUISITION CORP. | |
| | | |
| | By: | /s/ Scott Wolf |
| | Name: | Scott Wolf |
| | Title: | Chief Executive Officer |
| | | |
|
| DHAC MERGER SUB I, INC. | |
| | | |
| | By: | /s/ Scott Wolf |
| | Name: | Scott Wolf |
| | Title: | President |
| | | |
|
| DHAC MERGER SUB II, INC. | |
| | | |
| | By: | /s/ Scott Wolf |
| | Name: | Scott Wolf |
| | Title: | President |
| | |
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.
| | | |
---|---|---|---|
|
| VSEE LAB, INC. | |
| | | |
| | By: | /s/ Milton Chen |
| | Name: | Milton Chen |
| | Title: | Executive Vice Chairman |
| | | |
|
| IDOC VIRTUAL TELEHEALTH SOLUTIONS, INC. | |
| | | |
| | By: | /s/ Imoigele Aisiku |
| | Name: | Dr. Imoigele Aisiku |
| | Title: | Executive Chairman |
| | |
Signature Page to Second Amendment to BCA