Exhibit 10.9


 





DIGITAL HEALTH ACQUISITION CORP.


980 N Federal Hwy #304,


Boca Raton, FL 33432


______, 2021


Digital Health Sponsor LLC


980 N Federal Hwy #304,


Boca Raton, FL 33432


 


Re: Services Agreement


 


Ladies and Gentlemen:


 


This letter agreement by and between Digital Health
Acquisition Corp. (the “Company”) and Digital Health Sponsor LLC (the “Provider”), dated as of the
date of this letter agreement, will confirm our agreement that, commencing on the date the Registration Statement on Form S-1 and prospectus
filed with the U.S. Securities and Exchange Commission (File No. 333-260232) (the “Registration Statement”) is declared
effective (the “Effective Date”) and continuing until the earlier of the consummation by the Company of an initial
business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter
referred to as the “Termination Date”).


 


(i) The Provider shall make available, or cause
to be made available, to the Company, such administrative and other services as may be reasonably requested by the Company. In exchange
therefor, the Company shall pay to the Provider the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until
the Termination Date. Provider agrees that payment of such amounts may be deferred, without interest, until the date of consummation by
the Company of the initial business combination upon a determination by the Company’s audit committee that the Company lacks sufficient
funds held outside the Trust Account (as defined below) to pay the Company’s actual or anticipated expenses in connection with the
Company’s initial business combination; and


 


(ii) The Provider hereby irrevocably waives any
and all right, title, interest, causes of action and claims of any kind as a result of, or arising out of, this letter agreement (each,
a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established
for the benefit of the public stockholders of the Company and into which substantially all of the proceeds of the Company’s initial
public offering will be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it may have in the
future, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust
Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any
monies or other assets in the Trust Account for any reason whatsoever.


 


This letter agreement constitutes the entire agreement
and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations
by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions
contemplated hereby.


 


This letter agreement may not be amended, modified
or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


No party hereto may assign either this letter
agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any purported
assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title
to the purported assignee.


 


This letter agreement constitutes the entire relationship
of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed
by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of
law principles.


 






     


     


    

 





This letter agreement may be executed in one or
more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and
the same letter agreement.


 


	 	Very truly yours,
	 	 
	 	DIGITAL HEALTH ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name: Scott Wolf
	 	 	Title: Chief Executive Officer


Agreed:


	 	 	 
	Digital Health Sponsor LLC	 
	 	 	 
	By:	 	 
	 	Name: Lawrence Sands	 
	 	Title: Managing Member	 







 


[Signature Page to Services Agreement]