Exhibit 10.5


 


SECOND AMENDED AND RESTATED TRANSACTION SUPPORT
AGREEMENT


 


This SECOND AMENDED AND
RESTATED TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is entered into as of October 6, 2022, by and among
Digital Health Acquisition Corp., a Delaware corporation (“Digital Health”), Milton Chen (“Chen”),
Dr. Imoigele Aisiku (“Aisiku”), and the undersigned parties listed under Stockholders on the signature page(s) hereto
(the “Stockholders”). Each of Digital Health, Chen, Aisiku and each of the Stockholders are sometimes referred to herein
individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the Business Combination Agreement (defined below).


 


RECITALS


 


WHEREAS,
on June 15, 2022, Digital Health, DHAC Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”), DHAC
Merger Sub II, Inc., a Texas corporation (“Merger Sub II”), VSee Lab, Inc., a Delaware corporation (“VSee”),
and iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc”) (iDoc and VSee are each, a “Company”
and, are collectively, the “Companies”), entered into that certain Business Combination Agreement, as amended by the
Amended and Restated Business Combination Agreement, dated August 9, 2022, by and among Digital Health, Merger Sub I, Merger Sub
II, and the Companies (as amended to date, and as amended, supplemented or otherwise modified from time to time in accordance with its
terms, the “Original Business Combination Agreement”) pursuant to which, among other things, Merger Sub I will merge
with and into VSee and Merger Sub II will merge with and into iDoc, with each of VSee and iDoc as the surviving company in their respective
mergers and, after giving effect to such mergers, becoming wholly-owned Subsidiaries of Digital Health, in each case, on the terms and
subject to the conditions set forth in the Business Combination Agreement;


 


WHEREAS,
in connection with the Original Business Combination Agreement, Digital Health, Chen, Aisiku, and certain Stockholders entered into the
Transaction Support Agreement, dated June 15, 2022, as amended by the Amended and Restated Transaction Support Agreement, dated August 9,
2022 (as amended, the “Original Transaction Support Agreement”);


 


WHEREAS,
the parties to the Original Business Combination Agreement desire to amend and restate the Original Business Combination Agreement in
its entirety pursuant to the Second Amended and Restated Business Combination Agreement (as amended and restated, together with all exhibits
and schedules thereto, the “Business Combination Agreement”), to be entered into by and among the parties to the Original
Business Combination Agreement, in order to amend the terms of consideration paid to the parties thereto and in connection therewith;


 


WHEREAS,
the parties hereto desire to amend and restate the Original Transaction Support Agreement pursuant to the terms of this Agreement, which
shall replace the Original Transaction Support Agreement in its entirety;


 


WHEREAS,
Chen is the Executive Vice Chairman of the Board of Directors of VSee and Aisiku is the Executive Chairman of the Board of Directors of
iDoc;


 


WHEREAS,
each Stockholder is the record and beneficial owner of the number of shares of VSee Stock and iDoc Stock set forth opposite such Stockholder’s
name on Schedule A hereto (together with any other Equity Securities of either Company that such Stockholder acquires
record or beneficial ownership of after the date hereof, collectively, the “Subject Shares”);


 


WHEREAS,
in consideration for the benefits to be received by Chen, Aisiku, and the Stockholders under the terms of the Business Combination Agreement
and as a material inducement to Digital Health and the other Parent Parties agreeing to enter into and consummate the transactions contemplated
by the Business Combination Agreement, the Stockholders, Chen, and Aisiku agree to enter into this Agreement and to be bound by the agreements,
covenants and obligations contained in this Agreement; and


 






     


     


    

 


WHEREAS,
the Parties acknowledge and agree that Digital Health and the other Parent Parties would not have entered into and agreed to consummate
the transactions contemplated by the Business Combination Agreement without the Stockholders, Chen, and Aisiku entering into this Agreement
and agreeing to be bound by the agreements, covenants and obligations contained in this Agreement.


 


NOW,
THEREFORE, in consideration of the premises and the mutual promises set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:


 


AGREEMENT


 


1.            Company
Stockholder Written Consents and Related Matters.


 


(a)            As
promptly as reasonably practicable (and in any event within two (2) Business Days) following the time at which the Registration Statement
/ Proxy Statement is declared effective under the Securities Act, the Stockholders shall duly execute and deliver to the Companies
and Digital Health the Company Party Stockholder Written Consents (in such form as each Stockholder may reasonably approve) under which
they shall irrevocably and unconditionally consent to the matters, actions and proposals contemplated by Section 5.13(b) of
the Business Combination Agreement. Without limiting the generality of the first sentence of this Section 1(a), prior to the
Closing, the Stockholders shall vote (or cause to be voted) the Subject Shares against and withhold consent with respect to (A) any
Company Acquisition Proposal or (B) any other matter, action or proposal that would reasonably be expected to result in (x) a
breach of any of either Company’s covenants, agreements or obligations under the Business Combination Agreement or (y) any
of the conditions to the Closing set forth in Sections 6.1 or 6.2 of the Business Combination Agreement not being satisfied.


 


(b)            Without
limiting any other rights or remedies of Digital Health, each Stockholder hereby irrevocably appoints Digital Health or any individual
designated by Digital Health as such Stockholder’s agent, attorney-in-fact and proxy (with full power of substitution and resubstituting),
for and in the name, place and stead of such Stockholder, to attend on behalf of such Stockholder any meeting of the Company Parties Stockholders
with respect to the matters described in Section 1(a), to include such Stockholder’s Subject Shares in any computation
for purposes of establishing a quorum at any such meeting of the applicable Company Parties Stockholders, to vote (or cause to be voted)
such Stockholder’s Subject Shares or consent (or withhold consent) with respect to any of the matters described in Section 1(a) in
connection with any meeting of the applicable Company Parties Stockholders or any action by written consent by the applicable Company
Parties Stockholders (including the Company Stockholder Written Consents), in each case, only in the event that such Stockholder fails
to perform or otherwise comply with the covenants, agreements or obligations set forth in Section 1(a).


 


(c)            The
proxy granted by each Stockholder pursuant to Section 1(b) is coupled with an interest sufficient at law to support an
irrevocable proxy and is granted in consideration for Digital Health entering into the Business Combination Agreement and agreeing to
consummate the transactions contemplated thereby. Subject to Section 5 hereof, the proxy granted by each Stockholder pursuant to Section 1(b) is
also a durable proxy and shall survive the bankruptcy, dissolution, death, incapacity or other inability to act by such Stockholder and
shall revoke any and all prior proxies granted by such Stockholder with respect to its Subject Shares. The vote or consent of the proxyholder
in accordance with Section 1(b) and with respect to the matters in Section 1(a) shall control in the event
of any conflict between such vote or consent by the proxyholder of the Subject Shares and a vote or consent by a Stockholder of the Subject
Shares (or any other Person with the power to vote the Subject Shares) with respect to the matters in Section 1(a). The proxyholder
may not exercise the proxy granted pursuant to Section 1(b) on any matter except those provided in Section 1(a) and
only in the event that such Stockholder fails to perform or otherwise comply with the covenants, agreements or obligations set forth in
Section 1(a). For the avoidance of doubt, the Stockholder may vote the Subject Shares on all other matters, subject to, for the avoidance
of doubt, the other applicable covenants, agreements and obligations set forth in this Agreement.


 






     


     


    

 


(d)            Each
Stockholder hereby irrevocably and unconditionally waives and agrees not to exercise or assert, or make any demand in respect of, any
rights of appraisal, any dissenters’ rights and any similar rights relating to the Mergers or any other transaction contemplated
by the Business Combination Agreement that the Stockholder may have (under Section 262 of General Corporation Law of the State of
Delaware, under Section 21.460 of the Business Organizations Code of the State of Texas or otherwise) by virtue of, or with respect
to, any outstanding Subject Shares owned of record or beneficially by the Stockholder.


 


2.            Other
Covenants and Agreements.


 


(a)            Subject
to Section 2(c), each Stockholder shall be bound by and subject to Section 5.3(a) (Confidentiality) and Section 5.4(a) (Public
Announcements) of the Business Combination Agreement to the same extent as such provisions apply to the parties to the Business Combination
Agreement, as if such Stockholder were directly party thereto, and each Stockholder, Chen and Aisiku shall be bound by and subject to
the first sentence of Section 5.6(a) (Exclusive Dealing) and Section 9.17 (Trust Account Waiver) of the Business Combination
Agreement to the same extent as such provisions apply to the Companies, as if such Stockholder were directly party thereto. Each of Chen
and Aisiku shall, in their respective capacities as Executive Vice Chairman of the Board of Directors of VSee and Executive Chairman of
the Board of Directors of iDoc, respectively, cause to be done such further acts and things as may be reasonably necessary or advisable
to cause the Companies to fulfill its obligations under the Business Combination Agreement and consummate the transactions contemplated
thereby.


 


(b)            Each
Stockholder, Chen, and Aisiku acknowledges and agrees that Digital Health and the other Parent Parties are entering into the Business
Combination Agreement in reliance upon such Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise
comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for such Stockholder, Chen,
and Aisiku entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements,
covenants and obligations contained in this Agreement, Digital Health and the other Parent Parties would not have entered into or agreed
to consummate the transactions contemplated by the Business Combination Agreement.


 


(c)            Notwithstanding
Section 2(a), (i) Salesforce, Inc. shall not be bound by the Mutual Non-Disclosure Agreement, dated as of November 11,
2021, by and between Digital Health and iDoc, (ii) Salesforce, Inc. shall not be bound by Section 5 of the Mutual Non-Disclosure
Agreement, dated as of November 11, 2021, by and between Digital Health and VSee (the “VSee Confidentiality Agreement”),
and (iii) Section 5.3(a) (Confidentiality) of the Business Combination Agreement and all provisions of the VSee Confidentiality
Agreement shall cease to apply to Salesforce, Inc. on November 11, 2023.


 


(d)            Salesforce, Inc.
is aware, and will advise its Representatives who receive any Information (as defined in the VSee Confidentiality Agreement), of the restrictions
imposed by the Securities Laws (as defined in the VSee Confidentiality Agreement) on the purchase or sale of securities by any Person
who has received material, non-public information from the issuer of such securities and on the communication of such information to any
other Person when it is reasonably foreseeable that such other Person is likely to purchase or sell such securities in reliance upon such
information.


 






     


     


    

 


3.            Stockholder
Representations and Warranties. Each of the Stockholders, Chen, and Aisiku represents and warrants to Digital Health, on behalf
of him or itself, as follows:


 


(a)            To
the extent such Stockholder is an entity, such Stockholder is a limited liability company, trust or other applicable entity duly organized
or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect
to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation
or organization (as applicable).


 


(b)            Such
Stockholder has the requisite limited liability company, trust or other similar power and authority to execute and deliver this Agreement,
to perform its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and
obligations hereunder that relate to the provisions of the Business Combination Agreement), and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement has been duly authorized by all necessary limited liability company, trust or other
similar action on the part of such Stockholder. This Agreement has been duly and validly executed and delivered by the Stockholders, Chen,
and Aisiku and constitutes a valid, legal and binding agreement of each Stockholder, Chen, and Aisiku (assuming that this Agreement is
duly authorized, executed and delivered by Digital Health), enforceable against each Stockholder, Chen, and Aisiku in accordance with
its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement
of creditors’ rights and subject to general principles of equity).


 


(c)            No
consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of
any Stockholder, Chen, or Aisiku with respect to such Stockholder’s, Chen’s, or Aisiku’s execution, delivery or performance
of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and
obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions
contemplated hereby, except for any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of
which would not adversely affect the ability of the Stockholders, Chen, or Aisiku to perform, or otherwise comply with, any of its covenants,
agreements or obligations hereunder in any material respect.


 


(d)            None
of the execution or delivery of this Agreement by the Stockholders, Chen, and Aisiku, the performance by the Stockholders, Chen, and Aisiku
of any of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements
and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions
contemplated hereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of
any provision of any Stockholder’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or
give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any
of the terms, conditions or provisions of any Contract to which any Stockholder, Chen, or Aisiku is a party, (iii) violate, or constitute
a breach under, any Order or applicable Law to which Chen, Aisiku, any Stockholder or any of their respective properties or assets is
bound or (iv) result in the creation of any Lien upon the Subject Shares, except, in the case of any of clauses (ii) and (iii) above,
as would not adversely affect the ability of the Stockholders, Chen, or Aisiku to perform, or otherwise comply with, any of its covenants,
agreements or obligations hereunder in any material respect.


 






     


     


    

 


(e)            Such
Stockholder is the record and beneficial owner of its Subject Shares, free and clear of all Liens (other than transfer restrictions under
applicable Securities Law or under the Company Parties Stockholders Agreements). Except for the Equity Securities of the Companies set
forth on Schedule A hereto with respect to such Stockholder, together with any other Equity Securities of the Companies that
such Stockholder acquires record or beneficial ownership of after the date hereof that is either permitted pursuant to, or acquired in
accordance with, Section 5.1(b)(iv) of the Business Combination Agreement, such Stockholder does not own, beneficially or of
record, any Equity Securities of any Group Company. Except as otherwise expressly contemplated by the Company Parties Stockholders Agreements,
or any other agreement existing on the date hereof and made available to Digital Health or that is entered into in accordance with the
Business Combination Agreement, such Stockholder has no right to acquire any Equity Securities of any Group Companies. Such Stockholder
has the sole right to vote (and provide consent in respect of, as applicable) the Subject Shares and, except for this Agreement and the
Business Combination Agreement, Company Parties Stockholders Agreements, BCA Lock-up Agreements and any Contract with respect to a Permitted
Transfer such Stockholder is not party to or bound by (i) any option, warrant, purchase right, or other Contract that would (either
alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent))
require such Stockholder to Transfer any of its Subject Shares or (ii) any voting trust, proxy or other Contract with respect to
the voting or Transfer of any of its Subject Shares.


 


(f)            There
is no Proceeding pending or, to Chen’s, Aisiku’s or such Stockholder’s knowledge, threatened against Chen, Aisiku, or
such Stockholder that, if adversely decided or resolved, would reasonably be expected to prevent Chen, Aisiku, or such Stockholder from
performing, or otherwise complying with, any of its covenants, agreements or obligations under this Agreement in any material respect.


 


(g)            Each
of Chen, Aisiku, and such Stockholder, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and
agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment
concerning, the business, assets, condition, operations and prospects of, the Parent Parties and (ii) it has been furnished with
or given access to such documents and information about the Parent Parties and their respective businesses and operations as it and its
Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance
of this Agreement, the other Ancillary Documents to which it is or will be a party and the transactions contemplated hereby and thereby.


 


(h)            In
entering into this Agreement and the other Ancillary Documents to which he or it is or will be a party, Chen, Aisiku, and such Stockholder
has relied solely on his or its own investigation and analysis and the representations and warranties expressly set forth in the Ancillary
Documents to which he or it is or will be a party and no other representations or warranties of any Parent Party (including, for the avoidance
of doubt, none of the representations or warranties of any Parent Party set forth in the Business Combination Agreement or any other Ancillary
Document), any Parent Non-Party Affiliate or any other Person, either express or implied, and each of Chen, Aisiku, and such Stockholder,
on his or its own behalf and on behalf of his or its Representatives, acknowledges, represents, warrants and agrees that, except for the
representations and warranties expressly set forth in the Ancillary Documents to which he or it is or will be a party, none of the Parent
Parties, any Parent Non-Party Affiliate or any other Person makes or has made any representation or warranty, either express or implied,
in connection with or related to this Agreement, the Ancillary Documents to which he or it is or will be a party or the transactions contemplated
hereby or thereby.


 






     


     


    

 


4.            Transfer
of Subject Securities. Except as expressly contemplated by the Business Combination Agreement, with the prior written consent
of Digital Health (such consent to be given or withheld in its sole discretion) or to a Permitted Transferee (as defined below), from
and after the date hereof, each Stockholder agrees not to (a) Transfer any of its Subject Shares, (b) enter into (i) any
option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events, developments or
events (including the satisfaction or waiver of any conditions precedent)) require such Stockholder to Transfer its Subject Shares or
(ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of its Subject Shares, or (c) take any
actions in furtherance of any of the matters described in the foregoing clauses (a) or (b). For purposes of this Agreement,
 “Transfer” means any, direct or indirect, sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant
of a security interest in or disposition or encumbrance of an interest (whether with or without consideration, whether voluntarily or
involuntarily or by operation of law or otherwise), and “Permitted Transferee” means (i) with respect to any specified
Person that is not a natural person, (a) any other Person which directly or indirectly through one or more intermediaries controls,
or is controlled by, or is under common control with, such specified Person, and (b) any corporation, trust, limited liability company,
general or limited partnership or other entity advised or managed by, or under common control or management with, such Person (for the
purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled
by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities,
by agreement or otherwise) and (ii) with respect to any natural person, (x) a parent, spouse (but not including a former spouse
or a spouse from whom such Person is legally separated) or child (including those adopted) of such individual, and (y) each trustee,
solely in his or her capacity as trustee, for a trust naming only one or more of the Persons listed in sub-clause (x) as beneficiaries,
in each case, with respect to the applicable Stockholder, Chen or Aisiku, that delivers to Digital Health a notice by which he, she or
it agrees to be bound by all the obligations of the applicable Stockholder hereunder with respect to its Subject Shares upon a Transfer
of such Subject Shares to such Person.


 


5.            Termination.
This Agreement shall automatically terminate, without any notice or other action by any Party, and be void ab initio upon
the earlier of (a) the Effective Time; and (b) the termination of the Business Combination Agreement in accordance with its
terms. Upon termination of this Agreement as provided in the immediately preceding sentence, none of the Parties shall have any further
obligations or Liabilities under, or with respect to, this Agreement and the proxy granted in Section 1(b) shall be terminated
in all respects. Notwithstanding the foregoing or anything to the contrary in this Agreement, (i) the termination of this Agreement
pursuant to Section 5(b) shall not affect any Liability on the part of any Party for a Willful Breach of any covenant or
agreement set forth in this Agreement prior to such termination or fraud, (ii) the first sentence of Section 2(a) (solely
to the extent that it relates to Section 5.3(a) (Confidentiality) of the Business Combination Agreement) and the representations
and warranties set forth in Sections 3(g) and (h) shall each survive any termination of this Agreement, (iii) the
first sentence of Section 2(a) (solely to the extent that it relates to Section 5.4(a) (Public Announcements)
of the Business Combination Agreement) shall survive the termination of this Agreement pursuant to Section 5(a) and (iv) the
first sentence of Section 2(a) (solely to the extent that it relates to Section 9.17 (Trust Account Waiver) of the
Business Combination Agreement) shall survive the termination of this Agreement pursuant to Section 5(b). For purposes of this Section 5,
 “Willful Breach” means a material breach that is a consequence of an act undertaken or a failure to act by the breaching
Party with the knowledge that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result
in a breach of this Agreement.


 


6.            Fiduciary
Duties. Notwithstanding anything in this Agreement to the contrary, (a) no Stockholder makes any agreement or understanding
herein in any capacity other than in such Stockholder’s capacity as a record holder and beneficial owner of its Subject Shares and
not in any other capacity and (b) nothing herein will be construed to limit or affect any action or inaction by any representative
or Affiliate of such Stockholder serving as a member of the board of directors of any Group Company or as an officer, employee or fiduciary
of any Group Company, in each case, acting in such person’s capacity as a director, officer, employee or fiduciary of such Group
Company.


 






     


     


    

 


7.            No
Recourse. Except for claims pursuant to the Business Combination Agreement or any other Ancillary Document by any party(ies) thereto
against any other party(ies) thereto, each Party agrees that (a) this Agreement may be enforced only against, and any action for
breach of this Agreement may be made only against, the Parties, and no claims of any nature whatsoever (whether in tort, contract or otherwise)
arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall
be asserted against either Company or any Company Non-Party Affiliate (other than Chen, Aisiku, or any Stockholder named as a party hereto,
on the terms and subject to the conditions set forth herein) or any Parent Non-Party Affiliate, and (b) none of the Companies, any
Company Non-Party Affiliates (other than Chen, Aisiku, or any Stockholder named as a party hereto, on the terms and subject to the conditions
set forth herein) or any Parent Non-Party Affiliate shall have any Liability arising out of or relating to this Agreement, the negotiation
hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract
or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection
herewith, as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information
or materials of any kind furnished in connection with this Agreement, the negotiation hereof or the transactions contemplated hereby.


 


8.            Notices.
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed
to have been duly given) by delivery in person, by facsimile (having obtained electronic delivery confirmation thereof) if applicable,
e-mail (having obtained electronic delivery confirmation thereof (i.e., an electronic record of the sender that the email was sent to
the intended recipient thereof without an “error” or similar message that such email was not received by such intended recipient)),
or by registered or certified mail (postage prepaid, return receipt requested) (upon receipt thereof) to the other Parties as follows:


 


If to Digital Health, to:


 


c/o Digital Health Acquisition Corp.


980 N Federal Hwy #304


Boca Raton, FL 33432


Attention: Scott Wolf, Chief Executive Officer


E-mail: scott@sjwolf.com


 


with a copy (which shall not constitute notice)
to:


 


Manatt, Phelps & Philips, LLP


695 Town Center Dr.


Costa Mesa, CA 92626


Attention: Thomas Poletti, Veronica Lah


E-mail: TPoletti@manatt.com; VLah@manatt.com


 


If to any Stockholder, to such Stockholder’s address set forth
on Schedule A.


 


If to Chen, to:


 


c/o
VSee Lab, Inc.

3188 Kimlee Drive


San Jose, CA 95132


Attention: Milton Chen, CEO


Email: milton@vsee.com


 








     


     


    

 


with a copy (which shall not constitute notice) to:


 


Holcombe Law Group


12545 Oak Mist Lane


Auburn, CA 95602


Attention: Jessica Holcombe


E-mail: jholcombe@holcombelawgroup.com


 


If to Aisiku, to:


 


c/o
iDoc Virtual Telehealth Solutions, Inc.

2311 West Main Street


Houston, Texas 77098


Attention: Dr. Imoigele Aisiku, Chief Executive Officer


Email: iaisiku@idocvms.com


 


with a copy (which shall not constitute notice) to:


 


Pryor Cashman LLP


7 Times Square, 40th Floor


New York, NY 10036


Attention: M. Ali Panjwani and John Crowe


E-mail: ali.panjwani@pryorcashman.com; jcrowe@pryorcashman.com


 


or to such other address as the Party to whom
notice is given may have previously furnished to the others in writing in the manner set forth above.


 


9.            Entire
Agreement. This Agreement, the Business Combination Agreement and documents referred to herein and therein constitute the entire
agreement of the Parties with respect to the subject matter of this Agreement, and supersede all prior agreements and undertakings, both
written and oral, among the Parties with respect to the subject matter of this Agreement, except as otherwise expressly provided in this
Agreement.


 


10.          Amendments
and Waivers; Assignment. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is
in writing and signed by Chen, Aisiku, the Stockholders and Digital Health. Notwithstanding the foregoing, no failure or delay by any
Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any
other or further exercise of any other right hereunder. Neither this Agreement nor any of the rights, interests or obligations hereunder
shall be assignable by any Stockholder without Digital Health’s prior written consent (to be withheld or given in its sole discretion)
except to a Permitted Transferee to which Subject Shares are Transferred in accordance with the terms hereof.


 


11.          Fees
and Expenses. Except as otherwise expressly set forth in the Business Combination Agreement, all fees and expenses incurred in
connection with this Agreement and the transactions contemplated hereby, including the fees and disbursements of counsel, financial advisors
and accountants, shall be paid by the Party incurring such fees or expenses.


 






     


     


    

 


12.          Remedies.
Except as otherwise expressly provided herein, any and all remedies provided herein will be deemed cumulative with and not exclusive of
any other remedy conferred hereby upon, or available at law or in equity to, such Party, and the exercise by a Party of any one remedy
will not preclude the exercise of any other remedy. The Parties agree that irreparable damage for which monetary damages, even if available,
would not be an adequate remedy, would occur in the event that any Party does not perform its obligations under the provisions of this
Agreement in accordance with their specific terms or otherwise breaches such provisions. It is accordingly agreed that each Party shall
be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement and
to enforce specifically the terms and provisions of this Agreement, in each case, without posting a bond or undertaking and without proof
of damages and this being in addition to any other remedy to which they are entitled at law or in equity. Each Party agrees that it will
not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms
of this Agreement on the basis that the other Parties have an adequate remedy at law or an award of specific performance is not an appropriate
remedy for any reason at law or equity.


 


13.          No
Third Party Beneficiaries. This Agreement shall be for the sole benefit of the Parties and their respective successors and permitted
assigns and is not intended, nor shall be construed, to give any Person, other than the Parties and their respective successors and assigns,
any legal or equitable right, benefit or remedy of any nature whatsoever by reason of this Agreement. Nothing in this Agreement, expressed
or implied, is intended to or shall constitute the Parties as partners or participants in a joint venture.


 


14.          Miscellaneous.


 


(a)            Sections
9.4 (Governing Law), 9.6 (Construction; Interpretation), 9.9 (Severability), 9.10 (Counterparts; Electronic Signatures), 9.14 (Waiver
of Jury Trial) and 9.15 (Submission to Jurisdiction) of the Business Combination Agreement are incorporated herein by reference and shall
apply to this Agreement, mutatis mutandis.


 


(b)            All
representations, warranties, indemnities, covenants, agreements and obligations given or entered into by Stockholders, Chen, or Aisiku
in this Agreement are given or entered into on a several basis, such that each of Stockholders, Chen, or Aisiku (i) is responsible
for his or its own obligations separately from any other Party’s liability, and (ii) is only liable in respect of his or its
own acts and defaults and not those of any other Party.


 


[Signature page follows]


 






     


     


    

 


IN WITNESS WHEREOF, the Parties
have executed and delivered this Agreement as of the date first above written.


 


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




 


[Signature
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IN WITNESS WHEREOF, the Parties
have executed and delivered this Agreement as of the date first above written.


 


	 	STOCKHOLDERS:
	 	 
	 	IMOIGELE AISIKU
	 	 
	 	/s/ IMOIGELE AISIKU
	 	 
	 	ANTHONY BURNETT
	 	 
	 	/s/ ANTHONY BURNETT
	 	 
	 	MILTON CHEN
	 	 
	 	/s/ MILTON CHEN
	 	 
	 	SALESFORCE, INC.
	 	 
	 	By:	/s/ John Somorjai
	 	Name:	John Somorjai
	 	Title:	Executive Vice President, Corporate Development and Salesforce Ventures




 


[Signature
Page to Amended and Restated Transaction Support Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the Parties have executed
and delivered this Agreement as of the date first above written.


 


	 	CHEN:
	 	 
	 	MILTON CHEN
	 	 
	 	/s/ MILTON CHEN
	 	 
	 	 
	 	AISIKU:
	 	 
	 	IMOIGELE AISIKU
	 	 
	 	/s/ IMOIGELE AISIKU




 


[Signature
Page to Amended and Restated Transaction Support Agreement]


 






     


     


    

 


SCHEDULE A


 


	Stockholder	 	Number of
 Shares of
 iDoc
 Common Stock	 	 	Number of
 Shares of
 VSee Common
 Stock	 	 	Number of
 Shares of
 VSee Series
 A-1 Preferred
 Stock	 
	Imoigele Aisiku 
c/o iDoc Virtual Telehealth Solutions, Inc.
 2311 West Main Street 
Houston, Texas 77098 
	 	 	3,557	 	 	 	0	 	 	 	0	 
	Anthony Burnett 
c/o iDoc Virtual Telehealth Solutions, Inc.
 2311 West Main Street 
Houston, Texas 77098 
	 	 	680	 	 	 	0	 	 	 	0	 
	Milton Chen 
c/o VSee Lab, Inc.
 3188 Kimlee Drive 
San Jose, CA 95132 
	 	 	0	 	 	 	7,186,237	 	 	 	0	 
	Salesforce, Inc.
 415 Mission St, 3rd Floor
 San Francisco, CA 94105
 Attention: Omar S. Alam, Vice President, M&A Legal and Associate General Counsel
 Email:
ventureslegal@salesforce.com
	 	 	0	 	 	 	0	 	 	 	1,195,019