Exhibit 10.5


 


 


STOCK ESCROW AGREEMENT


 


This STOCK ESCROW AGREEMENT,
dated as of November 3, 2021 (“Agreement”), by and among DIGITAL HEALTH ACQUISITION CORP., a Delaware corporation
(“Company”), and the initial shareholders listed on the signature pages hereto (collectively, the “Initial
Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).


 


WHEREAS, the Company has entered
into an Underwriting Agreement, dated as of November 3, 2021 (“Underwriting Agreement”), with A.G.P./Alliance
Global Partners (“A.G.P.”) acting as representative of the several underwriters (collectively, the “Underwriters”),
pursuant to which, among other matters, the Underwriters have agreed to purchase 10,000,000 (“Units”), plus an additional
1,500,000 Units if the Underwriters exercise their over-allotment option in full.  Each Unit consists of one share of common stock
of the Company, par value $0.0001 per share (the “Common Stock”) and one warrant that entitles the holder to purchase
one share of common stock at a price of $11.50 per whole share (the “Warrant”), all as more fully described in the
Company’s final Prospectus, dated November 4, 2021 (“Prospectus”), comprising part of the Company’s
Registration Statement on Form S-1 (File No. 333-260232) under the Securities Act of 1933, as amended (“Registration
Statement”), declared effective on November 3, 2021 (“Effective Date”).


 


WHEREAS, the Initial Shareholders
have agreed as a condition of the sale of the Units to deposit their Insider Shares (as defined in the Prospectus), as set forth opposite
their respective names on Exhibit A attached hereto (collectively “Escrow Shares”), in escrow as hereinafter
provided.


 


WHEREAS, the Company and the
Initial Shareholders desire that the Escrow Agent accept the Escrow Shares, in escrow, to be held and disbursed as hereinafter provided.


 


IT IS AGREED:


 


1.        
Appointment of Escrow Agent.  The Company and the Initial Shareholders hereby appoint the Escrow Agent to act in accordance
with and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with
and subject to such terms.


 


2.        
Deposit of Escrow Shares.  On or prior to the date hereof, each of the Initial Shareholders delivered to the Escrow
Agent certificates representing such Initial Shareholder’s respective Escrow Shares, together with applicable share powers, to be
held and disbursed subject to the terms and conditions of this Agreement.  Each of the Initial Shareholders acknowledges that the
certificate representing such Initial Shareholder’s Escrow Shares is legended to reflect the deposit of such Escrow Shares under
this Agreement.


 






     


     


    

 


	3.	Disbursement of the Escrow Shares.


 


3.1      
The Escrow Agent shall hold the Escrow Shares during the period (the “Escrow Period”) commencing on the date
hereof and ending on the earlier of (x) 180 days after the date of the consummation of the Company’s initial business combination
(as described in the Registration Statement, hereinafter a “Business Combination”) or (y) the date on which the
Company complete’ s a liquidation, merger, stock exchange or other similar transaction after a Business Combination that results
in all of the Company’s public stockholders having the right to exchange their shares of common stock for cash, securities or other
properties. Notwithstanding the foregoing, all of the Escrow Shares shall be released from the escrow account if (1) the last reported
sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations
and recapitalizations) for any 20-trading days within any 30-trading day period commencing at least 90 days after the Company’s
Business Combination or (2) if the Company completes a transaction after the Company’s Business Combination which results in
all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. The Company
shall promptly provide notice of the consummation of a Business Combination to the Escrow Agent.  Upon completion of the Escrow
Period, the Escrow Agent shall disburse such amount of each Initial Shareholder’s Escrow Shares (and any applicable share power)
to such Initial Shareholder; provided, however, that if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof
that the Company is being liquidated at any time during the Escrow Period, then the Escrow Agent shall promptly destroy the certificates
representing the Escrow Shares; provided further, however, that if, within 90 days after the Company consummates an initial Business Combination,
the Company (or the surviving entity) subsequently consummates a liquidation, merger, stock exchange or other similar transaction which
results in all of the shareholders of such entity having the right to exchange their shares of Common Stock for cash, securities or other
property, then the Escrow Agent will, upon receipt of a notice executed by the Chairman of the Board, Chief Executive Officer or other
authorized officer of the Company, in form reasonably acceptable to the Escrow Agent, certifying that such transaction is then being consummated
or such conditions have been achieved, as applicable, release the Escrow Shares to the Initial Shareholders.  The Escrow Agent shall
have no further duties hereunder after the disbursement or destruction of the Escrow Shares in accordance with this Section 3.1.


 


3.2      
Notwithstanding Section 3.1, if the Underwriters do not exercise their over-allotment option to purchase an additional 1,500,000
Units of the Company in full within 45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Initial Shareholders
agree that the Escrow Agent shall return to the Company for cancellation, at no cost, the number of Escrow Shares held by the Initial
Shareholders listed on Exhibit A determined by multiplying (a) the product of (i) 375,000 multiplied by (ii) a
fraction, (x) the numerator of which is the number of Escrow Shares held by each such holder, and (y) the denominator of which
is the total number of Escrow Shares, by (b) a fraction, (i) the numerator of which is 1,500,000 minus the number of shares
of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which
is 1,500,000. The Company shall promptly provide notice to the Escrow Agent of the expiration or termination of the Underwriters’
over-allotment option and the number of Units, if any, purchased by the Underwriters in connection with their exercise thereof.


 


	4.	Rights of Initial Shareholders in Escrow Shares.


 


4.1      
Voting Rights as a Shareholder.  Subject to the terms of the Insider Letters described in Section 4.4 hereof
and except as herein provided, the Initial Shareholders shall retain all of their rights as shareholders of the Company during the Escrow
Period, including, without limitation, the right to vote such shares.


 


4.2      
Dividends and Other Distributions in Respect of the Escrow Shares.  During the Escrow Period, all dividends payable
in cash with respect to the Escrow Shares shall be paid to the Initial Shareholders, but all dividends payable in stock or other non-cash
property (“Non-Cash Dividends”) shall be delivered to the Escrow Agent to hold in accordance with the terms hereof. 
As used herein, the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends distributed thereon, if any.


 






     


     


    

 


4.3      
Restrictions on Transfer.  During the Escrow Period, the only permitted transfers of the Escrow Shares will be (1) to
the Company’s pre-IPO stockholders or their respective affiliates, or to the Company’s offices, directors, and employees,
(2) if the Initial Shareholder is an entity, as a distribution to its, partners, stockholders or members upon its liquidation, (3) by
bona fide gift to a member of the Initial Shareholder’s immediate family or to a trust, the beneficiary of which is the Initial
Shareholder or a member of the Initial Shareholder’s immediate family for estate planning purposes, (4) by virtue of the laws
of descent and distribution upon death of the Initial Shareholder, (5) pursuant to a qualified domestic relations order, (6) by
certain pledges to secure obligations incurred in connection with purchases of the Company’s securities, (7) by private sales
at prices no greater than the price at which the Insider Shares were originally purchased or (8) for the cancellation of up to 375,000
shares of Common Stock subject to forfeiture to the extent that the Underwriters’ over-allotment is not exercised in full or in
part or in connection with the consummation of our initial Business Combination, in each case (except for clause 8 or with our prior consent)
on the condition that such transfers may be implemented only upon the respective transferee’s written agreement to be bound by the
terms and conditions of this Agreement and of the Insider Letter (as defined below) signed by the Initial Shareholder transferring the
Escrow Shares.


 


4.4      
Insider Letters.  Each of the Initial Shareholders has executed a letter agreement with A.G.P. and the Company, dated
as indicated on Exhibit B hereto, and the form of which is filed as an exhibit to the Registration Statement (“Insider
Letter”), respecting the rights and obligations of such Initial Shareholder in certain events, including but not limited to
the liquidation of the Company.


 


	5.	Concerning the Escrow Agent.





 


5.1      
Good Faith Reliance.  The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and
in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate,
opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document
(not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of
any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person
or persons.  The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission
of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties
or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.


 





5.2      
Indemnification.  The Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses,
including reasonable counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or other
proceeding involving any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the services of the
Escrow Agent hereunder, or the Escrow Shares held by it hereunder, other than expenses or losses arising from the gross negligence or
willful misconduct of the Escrow Agent.  Promptly after the receipt by the Escrow Agent of notice of any demand or claim or the
commencement of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto in writing.  In the event
of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an action in the nature of interpleader in an appropriate
court to determine ownership or disposition of the Escrow Shares or it may deposit the Escrow Shares with the clerk of any appropriate
court or it may retain the Escrow Shares pending receipt of a final, non-appealable order of a court having jurisdiction over all of the
parties hereto directing to whom and under what circumstances the Escrow Shares are to be disbursed and delivered.  The provisions
of this Section 5.2 shall survive in the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.


 






     


     


    

 


5.3      
Compensation.  The Escrow Agent shall be entitled to reasonable compensation from the Company for all services rendered
by it hereunder.  The Escrow Agent shall also be entitled to reimbursement from the Company for all expenses paid or incurred by
it in the administration of its duties hereunder including, but not limited to, all counsel, advisors’ and agents’ fees and
disbursements and all taxes or other governmental charges.


 


5.4      
Further Assurances.  From time to time on and after the date hereof, the Company and the Initial Shareholders shall
deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further
acts as the Escrow Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence
compliance herewith or to assure itself that it is protected in acting hereunder.


 


5.5     
Resignation.  The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder
by its giving the other parties hereto written notice and such resignation shall become effective as hereinafter provided.  Such
resignation shall become effective at such time that the Escrow Agent shall turn over, to a successor escrow agent appointed by the Company,
the Escrow Shares held hereunder.  If no new escrow agent is so appointed within the 60-day period following the giving of such
notice of resignation, the Escrow Agent may deposit the Escrow Shares with any court it reasonably deems appropriate.


 


5.6      
Discharge of Escrow Agent.  The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder
if so requested in writing at any time by the other parties hereto, jointly, provided, however, that such resignation shall become effective
only upon acceptance of appointment by a successor escrow agent as provided in Section 5.5.


 


5.7      
Liability.  Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability
hereunder for its own gross negligence or its own willful misconduct.


 


5.8      
Waiver.  The Escrow Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind
(“Claim”) in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust
Agreement, dated as of the date hereof, by and between the Company and the Escrow Agent as trustee thereunder) and hereby agrees not to
seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 


	6.	Miscellaneous.


 


6.1      
Governing Law.  This Agreement shall for all purposes be deemed to be made under and shall be construed in accordance
with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the
substantive laws of another jurisdiction.


 






     


     


    

 


6.2      
Third Party Beneficiaries.  Each of the Initial Shareholders hereby acknowledges that A.G.P. is a third-party beneficiary
of this Agreement and this Agreement may not be modified or changed without the prior written consent of A.G.P.


 


6.3      
Entire Agreement.  This Agreement contains the entire agreement of the parties hereto with respect to the subject
matter hereof and, except as expressly provided herein, may not be changed or modified except by an instrument in writing signed by the
party to the charged.


 


6.4      
Headings.  The headings contained in this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation thereof.


 


6.5      
Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and
their legal representatives, successors and assigns.


 


6.6      
Notices.  Any notice or other communication required or which may be given hereunder shall be in writing and either
be delivered personally or be mailed, certified or registered mail, or by private national courier service, return receipt requested,
postage prepaid, and shall be deemed given when so delivered personally or, if mailed, two days after the date of mailing, as follows:


  


	If to the Company, to:	Digital Health Acquisition Corp.
	  	980 N Federal Hwy #304
	  	Boca Raton, FL 33432
	  	Attn: Scott Wolf, Chief Executive Officer


 


If to an Initial Shareholder, to his address set
forth in Exhibit A.


 


	and if to the Escrow Agent, to:	Continental Stock Transfer & Trust Company
	 	1 State Street, 30th Floor
	 	New York, NY 10004
	 	Attn: Account Management


 


A copy (which copy shall not constitute notice)
sent hereunder shall be sent to:


 


	 	Thomas Poletti
	 	Manatt, Phelps & Philips, LLP
	 	695 Town Center Dr.
	 	Costa Mesa, CA 92626
	 	Phone: (714) 371-2500
	 	Fax: (714) 371-2550





 


The parties may change the
persons and addresses to which the notices or other communications are to be sent by giving written notice to any such change in the manner
provided herein for giving notice.


 






     


     


    

 


6.7      
Liquidation of the Company.  The Company shall give the Escrow Agent written notification of the liquidation and dissolution
of the Company in the event that the Company fails to consummate a Business Combination within the time period specified in the Prospectus.





 


[Signature Page Follows]


 









     


     


    

 


WITNESS the execution of this
Agreement as of the date first above written.


 


	 	COMPANY:
	 	 
	 	DIGITAL HEALTH ACQUISITION CORP.
	 	 
	 	By:	/s/ Scott Wolf
	 	Name: 	Scott Wolf
	 	Title:  	Chief Executive Officer




 


[Signature Page to Stock
Escrow Agreement]





 






     


     


    

 


	 	INITIAL SHAREHOLDERS:
	 	 
	 	DIGITAL HEALTH SPONSOR, LLC
	 	 
	 	By:	/s/ Lawrence Sands
	 	Name:	Lawrence Sands
	 	Title: 	Managing Member
	 	 
	 	SCS CAPITAL PARTNERS, LLC
	 	 
	 	By: 	/s/ Lawrence Sands
	 	Name:  	Lawrence Sands
	 	Title:  	Managing Member
	 	 
	 	SCOTT J. AND KELLEY H. WOLF FAMILY TRUST
	 	 
	 	By:	/s/ Scott Wolf
	 	Name: 	Scott Wolf
	 	Title:  	Trustee
	 	 
	 	By:  	/s/ Daniel Sullivan
	 	Name: 	Daniel Sullivan
	 	 
	 	By:  	/s/ Brent Willis
	 	Name:	Brent Willis
	 	 
	 	By:   	/s/ Frank Ciufo
	 	Name:  	Frank Ciufo
	 	 
	 	By:  	/s/ George McNellage
	 	Name: 	George McNellage
	 	 
	 	By: 	/s/ Scott Metzger
	 	Name: 	Scott Metzger
	 	 	 
	 	By: 	/s/ Andrew Singer
	 	Name: 	Andrew Singer
	 	 	 
	 	By: 	/s/ Lane Ostrow
	 	Name:	Lane Ostrow
	 	 	 
	 	By: 	/s/ Basil Harris
	 	Name: 	Basil Harris




 


[Signature Page to Stock
Escrow Agreement]


 






     


     


    

 


	 	ESCROW AGENT:
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 
	 	By:	/s/ Ana Gois
	 	Name:	Ana Gois
	 	Title: 	Vice President




 


[Signature Page to Stock
Escrow Agreement]


 






     


     


    

 


EXHIBIT A


 


Initial Shareholders


 


	
    Name and Address of

    Initial Shareholder
	 	
    Number

    of Escrow Shares
	 	
    Date of

    Insider Letter
	 
	 	 	 	 	 	 
	
    Digital Health Sponsor LLC

    980 N. Federal Highway, #304

    Boca Raton, FL 33432
	 	2,073,250	 	 November 3, 2021	 
	
    SCS Capital Partners, LLC

    980 N. Federal Highway, #304

    Boca Raton, FL 33432
	 	500,000	 	 November 3, 2021	 
	
    Scott J. and Kelley H. Wolf Family Trust

    c/o Scott J. Wolf, Trustee

    319 Trenton Way

    Menlo Park, CA 94025
	 	175,000	 	 November 3, 2021	 
	
    Daniel Sullivan

    2576 Curriers Place

    Manasqun, NY 08736
	 	75,000	 	 November 3, 2021	 
	
    Brent Willis

    1128 County Road 65

    Evergreen, CO 80439
	 	8,625	 	 November 3, 2021	 
	
    Frank Ciufo

    507 7th Avenue

    Spring Lake Heights, NJ 07762
	 	8,625	 	November 3, 2021	 
	
    George McNellage

    24 Red Gate Lane

    Franklin, MA 02038
	 	8,625	 	 November 3, 2021	 
	
    Scott Metzger

    6 Duncan Drive

    Morganville, NJ 07751
	 	8,625	 	 November 3, 2021	 
	
    Andrew Singer

    16 Alexander Rd.

    Hopkinton, MA 01748
	 	5,750	 	 November 3, 2021	 
	
    Lane Ostrow

    502 Pine Needle Court

    Matthews, NC 28104
	 	5,750	 	 November 3, 2021	 
	
    Basil Harris

    85 Sharon Lane

    Paoli, PA 19301
	 	5,750	 	 November 3, 2021	 



 






     


     


    




 


EXHIBIT B


 


Insider Letter