Exhibit 10.11


 


EXECUTION COPY


 





Letterhead
of Digital Health Acquisition Corp.


 


LOCK-UP AGREEMENT


 


October 5, 2022


 


[_________________


_________________


_________________]


 


		Re:	Securities Purchase Agreement, dated as of the date hereof, between Digital Health Acquisition Corp.,
(the “Company”), VSee Lab, Inc. (“VSee”) and iDoc Virtual Telehealth Solutions, Inc.
(“iDoc”) and each of the purchasers signatory thereto (the “Purchase Agreement”).



 


Ladies and Gentlemen:


 


Reference is made to the Purchase
Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement.


 


The undersigned irrevocably
agrees with the Company that, from the date hereof until the Note purchased by _________________’s (“__________”) under
the Purchase Agreement is no longer outstanding (such period, the “Restriction Period”), the undersigned will not
offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might
reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement
or otherwise) by the undersigned or any Affiliate (as defined in the Purchase Agreement) of the undersigned or any person in privity
with the undersigned or any Affiliate of the undersigned), directly or indirectly, 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 Exchange Act of 1934, as
amended (the “Exchange Act”), with respect to, any shares of common stock of the Company or securities convertible,
exchangeable or exercisable into, shares of common stock of the Company beneficially owned, held or hereafter acquired by the undersigned
(the “Securities”). Beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange
Act.


 


In order to enforce this covenant,
the Company shall impose irrevocable stop-transfer instructions preventing the transfer agent of the Company from effecting any actions
in violation of this letter agreement. ______________ may consent to an early release from the Restriction Period if, in its sole and absolute
discretion, the market for the Securities would not be adversely impacted by sales and in cases of financial emergency.


 






     


     


    

 


This letter agreement may
not be amended or otherwise modified in any respect without the written consent of each of the Company, ______________ and the undersigned.
This letter agreement shall be construed and enforced in accordance with the laws of the State of Delaware without regard to the principles
of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting
in the Southern District of New York and the courts of the State of New York located in Manhattan, for the purposes of any suit, action
or proceeding arising out of or relating to this letter agreement, and hereby waives, and agrees not to assert in any such suit, action
or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding
is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The undersigned hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by receiving a copy thereof
sent to the Company at the address in effect for notices to it under the Purchase Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. The undersigned hereby waives any right to a trial by jury. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.


 





*** SIGNATURE PAGE FOLLOWS***


 






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This letter agreement may
be executed in two or more counterparts, all of which when taken together may be considered one and the same agreement.


 


 


	Signature	 
	 	 
	 	 
	Print Name	 
	 	 
	 	 
	Position in Company, if any	 




 


	Address for Notice:	 
	 	 
	 	 
	 	 
	 	 
	 	 
	Number of shares of Common Stock	 




 





	Number of shares of Common Stock underlying subject to warrants, options, debentures or other convertible securities




 


	If a corporation,
a limited partnership or other legal entity, please sign here1:
	 
	 	Legal Name:	






	 
	 	By:	 
	 	Name:
	 	Title:


 





	Address for Notice:	 
	 	 
	 	 
	 	 
	 	 
	 	 
	Number of shares of Common Stock	 





 





 






1 To be signed by VSee and iDoc and any other covered person


 






    3


     


    

 


	Number of shares of Common Stock underlying subject to warrants, options, debentures or other convertible securities




 


By signing below, the Company
agrees to be bound by and enforce the restrictions on transfer set forth in this letter agreement.


 


	Digital
    Health Acquisition Corp.	 
	 	 
	By:	                 	 
	Name: Scott Wolf	 
	Title: Chief Executive Officer	 




 






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