Exhibit 10.7


 


SECURITIES
PURCHASE AGREEMENT


 


This Securities
Purchase Agreement (this “Agreement”) is dated as of October 5, 2022, among Digital Health Acquisition Corp.,
a Delaware Corporation (“DHAC”), VSee Lab, Inc., a Delaware corporation (“VSee”) and
iDoc Virtual Telehealth Solutions, Inc., a Texas corporation (“iDoc” and together with DHAC and VSee, and
including their respective successors and permitted assigns, individually, a “Seller” and collectively, the
 “Sellers”) and the purchasers identified on the signature pages hereto
(each, an “Initial Purchaser” and, including their respective successors and permitted assigns, a
 “Purchaser”) and ___________________________, as collateral agent for the Purchaser Parties (in such capacity, and
together with any successor and replacement named in accordance with this Agreement, the
 “Collateral Agent”).


 


WHEREAS,
DHAC, VSee, and iDoc seek to consummate the Business Combination in accordance with the terms and conditions of the Business Combination
Agreement;


 


WHERAS,
each of DHAC, VSee, and iDoc needs working capital and is seeking bridge financing in connection with consummation of the Business Combination
and thereafter;


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of
1933, as amended (the “Securities Act”), and/or Rule 506 promulgated thereunder, each Seller desires to issue
and sell to the initial Purchasers, and the Initial Purchasers desire to purchase from DHAC, VSee, and iDoc, as applicable, for cash
and other valuable consideration, the DHAC Note, Warrants, and Commitment Shares from DHAC, the VSee Note from VSee, and the iDoc Note
from iDoc as defined and described more fully in this Agreement.


 


NOW,
THEREFORE, in consideration of the representations, warranties and covenants contained in this Agreement, and for other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, Sellers and each Purchaser agree as follows:


 


ARTICLE I
DEFINITIONS


 


1.1           Definitions.
In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section 1.1:


 


“Affiliate”
means each Person that controls, is controlled by or is under common control with such Person or any Affiliate of such Person. For purpose
of this definition, “control” and related words are used as such terms are used in and construed under Rule 405 under
the Securities Act. Notwithstanding the foregoing, the Purchaser and its Subsidiaries, on the one hand, and the Company Parties and their
Subsidiaries, on the other hand, shall not be considered “Affiliates” of each other.


 


“AML/CTF
Regulation” has the meaning ascribed to such term in Section 3.1(kk).


 


“BHCA”
has the meaning ascribed to such term in Section 3.1(gg).


 


“Board
of Directors” means the board of directors of the applicable Seller.


 


“Business
Combination” means the consummation of the proposed business combination in accordance with the terms and conditions set forth
in that certain Second Amended and Restated Business Combination agreement dated on or around the date hereof, by and among DHAC, DHAC
Merger Sub I, Inc., DHAC Merger Sub II, Inc., VSee Lab, Inc. and iDoc Virtual Telehealth Solutions, Inc. (the “Business
Combination Agreement”).


 


“Business
Day” means any day except Saturdays, Sundays, any day that is a federal holiday in the United States and any day on which the
Federal Reserve Bank of New York is not open for business.


 






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“Capital
Lease” means, as applied to any Person, any lease of, or other arrangement conveying the right to use, any property (whether
real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on
the balance sheet of that Person.


 


“Capital
Stock” means all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial,
partnership or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents
(regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting.


 


“Closing
Date” means the Trading Day on which, or next following the day on which, all of the Transaction Documents required to be executed
or delivered prior to the Closing have been executed and delivered by the applicable parties thereto and all other conditions precedent
to (i) each Initial Purchaser’s obligations to pay the Subscription Amount and (ii) each Seller’s obligations to
deliver the Securities, in each case, have been satisfied or waived.


 


“Closing”
means the closing of the purchase and sale of the Securities pursuant to Section 2.3.


 


“Collateral”
means any and all “Collateral” as defined in the Security Agreement or any other Transaction Document granting a Lien to
the Collateral Agent or any other Purchaser Party, as applicable, together with all property and interests in property and proceeds thereof
now owned or hereafter acquired by any Company Party in or upon which a Lien is granted or purported to be granted pursuant to any Transaction
Document.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Commitment
Shares” means shall mean, respectively, the Commitment Shares as set forth in Section 2.3(a).


 


“Common
Stock” means the common stock of DHAC, par value $0.0001 per share, any Capital Stock into which such shares of common stock
shall have been changed, and any share capital resulting from a reclassification of such common stock.


 


“Common
Stock Equivalents” means any securities of any Company Party which would entitle the holder thereof to acquire at any time
Common Stock, including whether or not presently convertible, exchangeable or exercisable, any debt, right, option, warrant or other
instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to purchase,
subscribe or otherwise receive, Common Stock.


 


“Company
Party” means each of DHAC, VSee, and iDoc and their respective Subsidiaries.


 


“Company
Covered Person” has the meaning ascribed to such term in Section 3.1(ll).


 


“Consents”
means any approval, consent, authorization, notice to, or any other action by, any Person other than any Governmental Authority.


 


“Contractual
Obligation” means, with respect to any Person, any provision of any security or similar instrument issued by such Person or
of any agreement, undertaking, contract, lease, indenture, mortgage, deed of trust or other instrument (other than a Transaction Document)
to which such Person is a party or by which it or any of its property is bound or to which any of its property is subject.


 


“Control
Agreement” means an agreement in form and substance satisfactory to the Purchasers on the Closing Date, granting “control”
(as defined under the applicable UCC) to the Collateral Agent over the Collateral described thereunder.


 






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“Currency
Agreement” means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or
other similar agreement or arrangement. For purposes of this definition, cryptocurrencies shall be considered currencies.


 


“Derivative”
means any Interest Rate Agreement, Currency Agreement, futures or forward contract, spot transaction, commodity swap, purchase or option
agreement, other commodity price hedging arrangement, cap, floor or collar transaction, any credit default or total return swap, any
other derivative instrument, any other similar speculative transaction and any other similar agreement or arrangement designed to alter
the risks of any Person arising from fluctuations in any underlying variable, including interest rates, currency values, insurance, catastrophic
losses, climatic or geological conditions or the price or value of any other derivative instrument. For the purposes of this definition,
 “derivative instrument” means “any derivative instrument” as defined in Statement of Financial Accounting Standards
No. 133 (Accounting for Derivative Instruments and Hedging Activities) of the United States Financial Accounting Standards Board,
and any defined with a term similar effect in any successor statement or any supplement to, or replacement of, any such statement.


 


“Disclosure
Certificate” means one or more certificates disclosing detailed information about the Company Parties and the Collateral in
form and substance satisfactory to the Purchasers on the Closing Date, together with any update on the Collateral or any other information
in such certificate required to be given and given in accordance with any Transaction Document.


 


“Disqualification
Event” has the meaning ascribed to such term in Section 3.1(ll).


 


“Dollars”
and the sign “$” each mean the lawful money of the United States of America.


 


“Evaluation
Date” has the meaning ascribed to such term in Section 3.1(o).


 


“Event
of Default” means any event constituting an “Event of Default” under and as defined in any Note.


 


“Exchange
Act” means the Securities Exchange Act of 1934.


 


“Exchange
Transaction” has the meaning ascribed to such term in Section 4.11(b).


 


“Exempt
Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers, directors, advisors or independent
contractors of DHAC; provided, that such issuance is approved by a majority of the board of directors of DHAC; or stockholders
of DHAC, or as part of a bona fide equity finance round; and provided, further that such issuance shall not exceed in the
aggregate 15% of the outstanding shares of Common Stock as of the date hereof without the prior approval of the Purchasers, (b) shares
of Common Stock, warrants or options to advisors or independent contractors of DHAC for compensatory purposes, (c) securities upon
the exercise or exchange of any DHAC Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible
into shares of Common Stock issued and outstanding on the date hereof, provided that such securities have not been amended since the
date hereof to increase the number of such securities or to decrease the exercise price or exchange price of such securities, (d) securities
issuable pursuant to any contractual anti-dilution obligations of DHAC in effect as of the date hereof, provided that such obligations
have not been materially amended since the date of hereof, and (e) securities issued pursuant to acquisitions or any other strategic
transactions approved by a majority of the disinterested members of the DHAC Board of Directors; provided, that such acquisitions
and other strategic transactions, including, without limitation, the Business Combination, shall not include a transaction in which DHAC
is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.


 


“Federal
Reserve” has the meaning ascribed to such term in Section 3.1(gg).


 






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“GAAP”
means United States generally accepted accounting principles as in effect from time to time, applied consistently throughout the periods
referenced and consistently with (a) the principles and standards set forth in the opinions and pronouncements of the Financial
Accounting Standards Board or any successor entity, (b) to the extent consistent with such principles, generally accepted industry
practices and (c) to the extent consistent with such principles and practices, the past practices of DHAC as reflected in its financial
statements disclosed in SEC Reports.


 


“Governmental
Authority” means any nation, sovereign or government, any state, province, territory or other political subdivision thereof,
any municipality, any agency, authority or instrumentality thereof and any entity or authority exercising executive, legislative, taxing,
judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled,
through stock or capital ownership or otherwise, by any of the foregoing, including any central bank stock exchange regulatory body arbitrator,
public sector entity, supra-national entity (including the European Union and the European Central Bank) and any self-regulatory organization
(including the National Association of Insurance Commissioners).


 


“Guaranty”
means that certain Guaranty required to be delivered pursuant to Section 2.3 of this Agreement, in the form attached hereto
as Exhibit C and otherwise form and substance satisfactory to the Purchasers on the Closing Date, and issued by the Company Parties
(other than the Company) for the benefit of the Collateral Agent, the Purchasers and the other Secured Parties.


 


“Guaranty
Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of such Person with
respect to any Indebtedness of another Person, if the purpose or intent of such Person in incurring the Guaranty Obligation is to provide
assurance to the holder of such Indebtedness that such Indebtedness will be paid or discharged, that any agreement relating thereto will
be complied with, or that any holder of such Indebtedness will be protected (in whole or in part) against loss in respect thereof, including
(a) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making,
discounting with recourse or sale with recourse by such Person of Indebtedness of another Person and (b) any liability of such Person
for Indebtedness of another Person through any agreement (contingent or otherwise) (i) to purchase, repurchase or otherwise acquire
such Indebtedness or any security therefor or to provide funds for the payment or discharge of such Indebtedness (whether in the form
of a loan, advance, stock purchase, capital contribution or otherwise), (ii) to maintain the solvency or any balance sheet item,
level of income or financial condition of another Person, (iii) to make take-or-pay or similar payments, if required, regardless
of non-performance by any other party or parties to an agreement, (iv) to purchase, sell or lease (as lessor or lessee) property,
or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the
holder of such Indebtedness against loss or (v) to supply funds to, or in any other manner invest in, such other Person (including
to pay for property or services irrespective of whether such property is received or such services are rendered), if in the case of any
agreement described under clause (b)(i), (ii), (iii), (iv) or (v) above the primary
purpose or intent thereof is to provide assurance that Indebtedness of another Person will be paid or discharged, that any agreement
relating thereto will be complied with or that any holder of such Indebtedness will be protected (in whole or in part) against loss in
respect thereof. The amount of any Guaranty Obligation shall be equal to the amount of the Indebtedness so guaranteed or otherwise supported.


 


“Indebtedness”
means, with respect to any Person, without duplication, the following: (a) all indebtedness of such Person for borrowed money, (b) all
obligations of such Person for the deferred purchase price of property or services other than accounts payable and accrued liabilities
incurred in respect of property or services purchased in the ordinary course of business (provided, that such accounts payable
and accrued liabilities are not overdue by more than 180 days), (c) all obligations of such Person evidenced by notes, bonds, debentures
or similar borrowing or securities instruments, (d) all obligations of such Person created or arising under any conditional sale
or other title retention agreement with respect to property acquired by such Person, (e) all obligations of such Person as lessee
under Capital Leases, (f) all reimbursements and all other obligations of such Person with respect to (i) letters of credit,
bank guarantees or bankers’ acceptances or (ii) surety, customs, reclamation, performance or other similar bonds, (g) all
obligations of such Person secured by Liens on the assets of such Person, (h) all Guaranty Obligations of such Person, (i) all
obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Capital Stock, Stock
Equivalent (valued, in the case of redeemable preferred stock at the greater of its voluntary liquidation preference and its involuntary
liquidation preference plus accrued and unpaid dividends) or any warrants, rights or options to acquire such Capital Stock, (j) after
taking into account the effect of any legally-enforceable netting Contractual Obligation of such Person, all payments that would be required
to be made in respect of any Derivative in the event of a termination (including an early termination) on the date of determination and
(k) all obligations of another Person of the type described in clauses (a) through (j) secured by (or for which the holder
of such Indebtedness has an existing right, contingent or otherwise, to be secured by) a Lien on the assets of such Person (whether or
not such Person is otherwise liable for such obligations of such other Person).


 






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“Initial
Principal Amount” means, as to any Purchaser, the principal amount of the Notes of such Purchaser set forth on Schedule
I.


 


“Intellectual
Property Rights” means, collectively, all copyrights, patents, trademarks, service marks and trade names all applications for
any of the foregoing, together with: (i) all inventions, processes, production methods, proprietary information, know-how and trade
secrets; (ii) all licenses or user or other agreements granted with respect to any of the foregoing, in each case whether now or
hereafter owned or used; (iii) all customer lists, identification of suppliers, data, plans, blueprints, specifications, designs,
drawings, recorded knowledge, surveys, engineering reports, test reports, manuals, materials standards, processing standards, performance
standards, catalogs, computer and automatic machinery software and programs; (iv) all field repair data, sales data and other information
relating to sales or service of products now or hereafter manufactured; (v) all accounting information and all media in which or
on which any information or knowledge or data or records may be recorded or stored and all computer programs used for the compilation
or printout of such information, knowledge, records or data; (vi) all applications for any of the foregoing and (vii) all causes
of action, claims and warranties, in each case, now or hereafter owned or acquired in respect of any item listed above.


 


“Intellectual
Property Security Agreement” means each Intellectual Property Security Agreement executed by any Company Party and delivered
to the Company in the form attached to the Security Agreement and otherwise in form and substance satisfactory to the Collateral Agent.


 


“Interest
Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest
rate hedging agreement or other similar agreement or arrangement.


 


“Legend
Removal Date” has the meaning ascribed to such term in Section 4.1(c).


 


“Letter
Agreement” means that certain Letter Agreement required to be delivered pursuant to Section 2.3 of this Agreement,
in form attached hereto as Exhibit H and otherwise in form and substance satisfactory to each Purchaser on the Closing Date.’


 


“Liabilities”
means all amounts, indebtedness, obligations, liabilities, covenants and duties of every type and description owing by any Company Party
from time to time to any Purchaser or any other Purchaser Party, whether direct or indirect, joint or several, absolute or contingent,
due or to become due, liquidated or unliquidated, secured or unsecured, now existing or hereafter arising and however created, acquired
(regardless of whether acquired by assignment), whether or not evidenced by any note or other instrument or for the payment of money
and whether arising under Contractual Obligations, Regulations or otherwise, including, without duplication, (i) the principal amount
due of the Note, (ii) all other amounts, fees, interest (including any prepayment premium), commissions, charges, costs, expenses,
attorneys’ fees and disbursements, indemnities, reimbursement of amounts paid and other sums chargeable to the applicable Seller
under such Seller’s Note, this Agreement or any other Transaction Document (including attorneys’ fees) or otherwise arising
under any Transaction Document and (iii) all interest on any item otherwise qualifying as a “Liability” hereunder, whether
or not accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or similar proceeding,
whether or not a claim for post-filing or post-petition interest is allowed in such proceeding.


 


“License
Agreement” has the meaning ascribed to such term in Section 3.1(m).


 






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“Lien”
means any lien (statutory or other) mortgage, pledge, hypothecation, assignment, security interest, encumbrance, charge, claim, right
of first refusal, preemptive right, restriction on transfer or similar restriction or other security arrangement of any kind or nature
whatsoever, including any conditional sale or other title retention agreement and any capital or financing lease having substantially
the same economic effect as any of the foregoing.


 


“Lock-Up
Agreements” means those certain Lock-Up Agreements between the sponsor, and any officer and director of the sponsor or DHAC,
as applicable, and DHAC required to be delivered pursuant to Section 2.4 of this Agreement, each in form attached hereto
as Exhibit F and otherwise in form and substance satisfactory to the Purchasers on the Closing Date.


 


“Losses”
means all liabilities, rights, demands, covenants, duties, obligations (including indebtedness, receivables and other contractual obligations),
claims, damages, Proceedings and causes of actions, settlements, judgments, damages, losses (including reductions in yield), debts, responsibilities,
fines, penalties, sanctions, commissions and interest, disbursements, Taxes, interest, charges, costs, fees and expenses (including fees,
charges, and disbursements of financial, legal and other advisors, consultants and professionals and, if applicable, any value-added
and other taxes and charges thereon), in each case of any kind or nature, whether joint or several, whether now existing or hereafter
arising and however acquired and whether or not known, asserted, direct, contingent, liquidated, due, consequential, actual, punitive
or treble.


 


“Material
Adverse Effect” means material adverse effect on, or change in, (a) the legality, validity or enforceability of any portion
of any Transaction Document, (b) the operations, assets, business, prospects or condition (financial or otherwise) of any Company
Party, (c) the ability of any Company Party to perform on a timely basis its obligations under any Transaction Document for any
reason whatsoever, whether foreseen or unforeseen, including due to pandemic, acts of a Governmental Authority, interruption of transportation
systems, strikes, terrorist activities, interruptions of supply chains or acts of God, or (d) the Collateral or the perfection or
priority of any Liens granted to any Purchaser Party under any Transaction Document.


 


“Maximum
Rate” has the meaning ascribed to such term in Section 6.12.


 


“Notes”
mean the (a) Senior Secured Promissory Note of DHAC (the “DHAC Note”), (b) Senior Secured Promissory Note
of VSee (inclusive of exhibits attached thereto) (the “VSee Note”), and (c) Senior Secured Promissory Note of
iDoc (inclusive of exhibits attached thereto) (“iDoc Note”), in the respective forms attached hereto as Exhibit A-1,
Exhibit A-2, and Exhibit A-3 and otherwise in form and substance satisfactory to the Purchasers on the Closing Date, issued
by the applicable Seller to the applicable Purchaser hereunder and as of the Closing Date.


 


“Notice
of Exercise” has the meaning ascribed to such term in Section 4.5.


 


“OFAC”
has the meaning ascribed to such term in Section 3.1(ee).


 


“Participation
Maximum” has the meaning ascribed to such term in Section 4.13(a).


 


“Permit”
means, with respect to any Person, any permit, filing, notice, license, approval, variance, exception, permission, concession, grant,
franchise, confirmation, endorsement, waiver, certification, registration, qualification, clearance or other Contractual Obligation or
arrangement with, or authorization by, to or under the authority of, any Governmental Authority or pursuant to any Regulation, or any
other action by any Governmental Authority in each case whether or not having the force of law and affecting or applicable to or binding
upon such Person, its Contractual Obligations or arrangements or other liabilities or any of its property or to which such Person, its
Contractual Obligations or any of its property is or is purported to be subject.


 


“Person”
means an individual, partnership, corporation, incorporated or unincorporated association, limited liability company, limited liability
partnership, joint stock company, land trust, business trust or unincorporated organization, or a government or agency, department or
other subdivision thereof or other entity of any kind.


 






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“PIPE”
means that proposed offering of up to $10.0 million of securities to be issued to 3i LP and other institutional investors further to
a proposed securities purchase agreement, said financing to be closed immediately after the closing of the Business Combination., upon
such terms and subject to such conditions that are satisfactory to Purchasers with respect to the Company’s payment obligations
to Holder.


 


“Pre-Notice”
has the meaning ascribed to such term in Section 4.13(b).


 


“Proceeding”
against a Person means an action, suit, litigation, arbitration, investigation, complaint, dispute, contest, hearing, inquiry, inquest,
audit, examination or other proceeding threatened or pending against, affecting or purporting to affect such Person or its property,
whether civil, criminal, administrative, investigative or appellate, in law or equity before any arbitrator or Governmental Authority.


 


“Prohibited
Short Sale” has the meaning ascribed to such term in Section 4.12.


 


“Pro
Rata Portion” means, with respect to a Purchaser and a group of Purchasers as of a particular date, the ratio of (i) the
Subscription Amount of Securities purchased on or prior to such date by such Purchaser (including, for the avoidance of doubt its predecessors
and assignors) that remain outstanding on such date to (ii) the sum of the aggregate Subscription Amounts of Securities purchased
by all Purchasers (including, for the avoidance of doubt, their predecessors and assignors) in such group on or prior to such date that
remain outstanding on such date.


 


“Public
Information Failure” has the meaning ascribed to such term in Section 4.3(b).


 


“Public
Information Failure Payments” has the meaning ascribed to such term in Section 4.3(b).


 


“Purchaser
Party” has the meaning ascribed to such term in Section 4.9.


 


“Registrable
Securities” means, as of any date of determination, (a) all of the Warrant Shares then issued and issuable upon exercise
in full of the Warrant (assuming on such date the Warrant is exercised in full without regard to any exercise limitations therein), (b) the
Commitment Shares, (c) any additional shares of Common Stock then issued and issuable in connection with any anti-dilution or any
remedies provisions in the Warrant (without giving effect to any limitations on exercise therein); and (d) any securities issued
or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing,


 


“Registration
Rights Agreement” means that certain Registration Rights Agreement required to be delivered pursuant to Section 2.4
of this Agreement, in form attached hereto as Exhibit E and otherwise in form and substance satisfactory to each Purchaser
on the Closing Date.


 


“Regulation”
means, all international, federal, state, provincial and local laws (whether civil or common law or rule of equity and whether U.S.
or non- U.S.), treaties, constitutions, statutes, codes, tariffs, rules, guidelines, regulations, writs, injunctions, orders, judgments,
decrees, ordinances and administrative or judicial precedents or authorities, including, in each case whether or not having the force
of law, the interpretation or administration thereof by any Governmental Authority, all policies, recommendations or guidance of any
Governmental Authority and all administrative orders, directed duties, directives, requirements, requests.


 


“Related
Parties” of any Person means such Person, (i) each Affiliate of such Person, (ii) each Person that, directly or indirectly,
owns or controls, whether beneficially, or as a trustee, guardian or other fiduciary, 5% or more of the Capital Stock having ordinary
voting power in the election of directors of such Person or such Affiliate, (iii) each of such Person’s or such Affiliate’s
officers, managers, directors, joint venture partners, partners and employees (and any other Person with a functionally equivalent role
of a Person holding such titles notwithstanding a lack of such title or any other title or classification as a contractor under employment
Regulations), (iv) any lineal descendants, ancestors, spouse or former spouses (as part of a marital dissolution) of any of the
foregoing, (v) any trust or beneficiary of a trust of which any of the foregoing are the sole trustees or for the benefit of any
of the foregoing. Notwithstanding the foregoing, the Purchaser and its Subsidiaries, on the one hand, and the Company Parties and their
Subsidiaries, on the other hand, shall not be considered “Related Parties” of each other.


 






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“Required
Filings” means (a) any filing required pursuant to Section 4.3 or 4.13, (b) the notice and/or
application(s) to each applicable Trading Market for the issuance and sale of the Securities and the listing of the Commitment Shares
and the Warrant Shares for trading thereon in the time and manner required thereby and (c) the filing of Form D with the Commission
and such filings as are required to be made under applicable state securities laws.


 


“Reserve
Amount” means, as of any date, two and a half (2.5x) times the maximum aggregate number of shares of Common Stock then issued
or potentially issuable in the future pursuant to the Transaction Documents, including any Warrant Shares issuable upon exercise of the
Warrants, ignoring any exercise limits set forth therein, all subject to proportionate adjustment for any reverse stock split or similar
reclassification of the Common Stock.


 


“Resignation
Effective Date” has the meaning ascribed to such term in Section 5.6(a).


 


“Restricted
Payment” means, for any Person, (a) any dividend, stock split or other distribution, direct or indirect (including by
way of spin off, reclassification, corporate rearrangement, scheme of arrangement or similar transaction), on account of, or otherwise
to the holder or holders of, any shares of any class of Capital Stock of such Person now or hereafter outstanding, (b) any redemption,
retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class
of Capital Stock of such Person by such Person or any Affiliate thereof now or hereafter outstanding, and (c) any payment made to
retire, or to obtain the surrender of, any Stock Equivalents now or hereafter outstanding; provided, that, for the avoidance of
doubt, (i) a cashless exercise of an employee stock option in which options are cancelled to the extent needed such that the “in-the-money”
value of the options (i.e. the excess of market price over exercise price) that are cancelled is utilized to pay the exercise price,
and applicable taxes, shall not be a “Restricted Payment” and (ii) a distribution of rights (including rights
to receive assets) or options shall constitute a “Restricted Payment”.


 


“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from
time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“Sanctioned
Jurisdiction” means, at any time, a country, territory or geographical region that is subject to, the target of, or purported
to be subject to, Sanctions Laws.


 


“Sanctions
Laws” means all applicable Regulations concerning or relating to economic or financial sanctions, requirements or trade embargoes
imposed, administered or enforced from time to time by OFAC, including the following (together with their implementing regulations, in
each case, as amended from time to time): the International Security and Development Cooperation Act (ISDCA) (22 U.S.C. §23499aa-9
et seq.); the Patriot Act; and the Trading with the Enemy Act (TWEA) (50 U.S.C. §5 et seq.).


 


“Sanctioned
Person” means (a) any Person that is listed in the annex to, or otherwise subject to the provisions of, Executive Order
13224 – Blocking Property and Prohibiting Transactions with Persons Who Commit and Threaten to Commit or Support Terrorism, effective
September 24, 2001; (b) any Person that is named in any Sanctions Laws-related list maintained by OFAC, including the “Specially
Designated National and Blocked Person” list; (c) any Person or individual located, organized or resident or determined to
be resident in a Sanctioned Jurisdiction that is, or whose government is, the target of comprehensive Sanctions Laws; (d) any organization
or Person directly or indirectly owned or controlled by any such Person or Persons described in the foregoing clauses (a) through
(c); and (e) any Person that commits, threatens or conspires to commit or supports “terrorism”,” as defined in
applicable United States Regulations.


 



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“SEC
Reports” has the meaning ascribed to such term in Section 3.1(f).


 


“Securities”
means the DHAC Note, the VSee Note, iDoc Note, Warrants, Warrant Shares and the Commitment Shares.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Security
Agreement” means the Security Agreement by and among the Company Parties and, and for the benefit of, and in form attached
hereto as Exhibit D and otherwise in form and substance satisfactory on the Closing Date to, the Collateral Agent.


 


“Selling
Expense” has the meaning ascribed to such term in Section 4.17.


 


“Shell
Company” means an entity that fits within the definition of “shell company” under Section 12b-2 of the Exchange
Act and Rule 144.


 


“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act.


 


“Stock
Equivalents” means all securities and/or Indebtedness convertible into or exchangeable for Capital Stock or any other Stock
Equivalent and all warrants, options, scrip rights, calls or commitments of any character whatsoever, and all other rights or options
or other arrangements (including through a conversion or exchange of any other property) to purchase, subscribe for or acquire, any Capital
Stock or any other Stock Equivalent, whether or not presently convertible, exchangeable or exercisable.


 


“Subscription
Amount” means, as any Purchaser, the aggregate amount to be paid for the Securities purchased hereunder as specified on Schedule
I.


 


“Subsequent
Financing” has the meaning ascribed to such term in Section 4.13.


 


“Subsequent
Financing Notice” has the meaning ascribed to such term in Section 4.13(b).


 


“Subsidiary”
means (a) any subsidiary of, respectively, DHAC, Vee, or iDoc as set forth in, or otherwise required to be set forth in, the SEC
Reports, both on or after the date hereof, and (b) any Person (other than natural persons) the management of which is, directly
or indirectly, controlled by, or of which an aggregate of 50% or more of the outstanding Voting Stock is, at the time, owned or controlled,
directly or indirectly, by such Person or one or more Subsidiaries of such Person.


 


“Taxes”
means any present or future taxes, levies, imposts, duties, fees, assessments, deductions, withholdings or other charges of whatever
nature, including income, receipts, excise, property, sales, use, transfer, license, payroll, withholding, social security and franchise
taxes now or hereafter imposed or levied by the United States or any other Governmental Authority and all interest, penalties, additions
to tax and similar liabilities with respect thereto, but excluding, in the case of any Purchaser, taxes imposed on or measured by the
net income or overall gross receipts of such Purchaser.


 


“Third
Party Exchange Transfer” has the meaning ascribed to such term in Section 4.11(b).


 


“Trading
Day” means a day on which the principal Trading Market for the Common Stock is open for trading.


 






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“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global Select Market; the New York Stock
Exchange; OTC Markets or the OTC Bulletin Board (or any successors to any of the foregoing).


 


“Transaction
Documents” means this Agreement, the Disclosure Certificates, the Notes, the Guaranty, the Security Agreement, the Intellectual
Property Security Agreements, the Guaranty, the Control Agreement, the Registration Rights Agreement, the Lock-Up Agreements, the Transfer
Agent Instruction Letters, Letter Agreement, and any other documents or agreements executed in connection with the transactions contemplated
hereunder.


 


“Transfer
Agent” means Continental Stock Transfer & Trust Company, the current transfer agent of DHAC, with a mailing address
of One State Street Plaza, 30th Floor, New York, New York 10004 and a phone number of (212) 509-4000, attention: Mark Zimkind, and any
successor transfer agent of DHAC.


 


“Transfer
Agent Instruction Letter” means the letter from DHAC to the Transfer Agent, duly acknowledged and agreed by the Transfer Agent,
which instructs the Transfer Agent to issue the Commitment Shares and the Warrant Shares pursuant to the Transaction Documents, in form
attached hereto as Exhibit G and otherwise in form and substance satisfactory to the Purchasers on the Closing Date.


 


“UCC”
means the Uniform Commercial Code as from time to time in effect in the State of New York; provided, that, in the event that, by reason
of mandatory provisions of any applicable Regulation, any of the attachment, perfection or priority of the Collateral Agent’s or
any other Purchaser Party’s security interest in any Collateral is governed by the Uniform Commercial Code of a jurisdiction other
than the State of New York, “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes
of the provisions hereof relating to such attachment, perfection or priority and for purposes of the definitions related to or otherwise
used in such provisions.


 


“Variable
Rate Transaction” has the meaning ascribed to such term in Section 4.11(a).


 


“Voting
Stock” means Capital Stock of any Person (i) having ordinary power to vote in the election of any member of the board
of directors or any manager, trustee or other controlling persons of such Person (irrespective of whether, at the time, Capital Stock
of any other class or classes of such entity shall have or might have voting power by reason of the happening of any contingency) and
(ii) any Capital Stock of such Person convertible or exchangeable without restriction at the option of the holder thereof into Capital
Stock of such Person described in clause (i) of this definition.


 


“Warrants”
means collectively, the Common Stock purchase warrants delivered to the Purchasers at applicable Closing in accordance with Section 2(a)(v) hereof,
which Warrants shall be exercisable immediately and have a term of exercise equal to five (5) years, in the form attached hereto
as Exhibit B and otherwise in form and substance satisfactory to the Purchasers on the Closing Date, issued by DHAC to the
Purchasers hereunder and as of the Closing Date.


 


“Warrant
Shares” means the shares of Common Stock issuable upon exercise of the Warrants.


 


ARTICLE II
PURCHASE AND SALE


 


2.1           Purchase.
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery
of this Agreement by the parties hereto, each Initial Purchaser will purchase, severally and not jointly, an aggregate of up to $2,000,000
in Subscription Amount of Notes, which Subscription Amount with respect to the Notes shall correspond to an aggregate of up to $2,222,222
in Initial Principal Amount of Notes to reflect a ten percent (10%) original issue discount. The purchase will be completed in a
single tranche as provided herein.


 






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2.2           Closing.
Upon the terms and subject to the conditions set forth herein, (a) each Seller agrees to sell, and each Initial Purchaser, severally
and not jointly, agrees to purchase, at the Closing a Note issuable such Seller having a principal amount equal to the Initial Principal
Amount applicable to such Purchaser, (b) DHAC agrees to deliver the number of Commitment Shares for the Purchaser set forth on Schedule
I, and (c) DHAC agrees to deliver the number of Warrants for such Purchaser set forth on Schedule I. At the Closing,
such Initial Purchaser shall deliver to DHAC, via wire transfer to an account designated by the applicable Seller immediately available
Dollars equal to such Initial Purchaser’s Subscription Amount, and the applicable Seller shall deliver to such Initial Purchaser
its Note, and DHAC shall deliver to such Initial Purchaser the Commitment Shares and Warrants in each case, as set forth in Section 2.3(a) and
each Initial Purchaser shall deliver to each other the other items set forth in Section 2.3 deliverable at the Closing. Upon
satisfaction of the covenants and conditions set forth in Section 2.3 and Section 2.4 for Closing, such Closing
shall occur at the offices of Sullivan and Worcester LLC, 1633 Broadway, New York, NY 10019 or such other location as the parties shall
mutually agree, and may by agreement be undertaken remotely by electronic exchange of Closing documentation. Notwithstanding anything
herein to the contrary, if the Closing Date does not occur within 10 Business Days of the date hereof, this Agreement shall terminate
and be null and void.


 


2.3           Deliveries.


 


(a)           Deliveries
to Initial Purchasers. On or prior to the Closing (except as noted), the Company shall deliver or cause to be delivered to each Initial
Purchaser the following, each dated as of the Closing Date and in form and substance satisfactory to the Collateral Agent and such Initial
Purchaser:


 


(i)            this
Agreement, duly executed by each Seller;


 


(ii)           final
Disclosure Certificate, duly executed by each Seller;


 


(iii)          a
Note from each Seller for such Initial Purchaser duly executed by the applicable Seller with an aggregate Initial Principal Amount equal
to the amount set forth opposite the Initial Purchaser’s name in Column 2 on the Schedule of the Initial Purchaser, registered
in the name of such Initial Purchaser;


 


(iv)          the 30,000
Commitment Shares as set forth on Schedule 1, registered in _____________’s name (the “Commitment
Shares”);


 


(v)           the
Warrant registered in the name of such Initial Purchaser set forth on Schedule I to purchase up to 173,913 shares of Common Stock, with
an exercise price of equal to $11.50, subject to adjustment therein;


 


(vi)          the
Guaranty, duly executed by Company Parties;


 


(vii)         the
Security Agreement, duly executed by Company Parties;


 


(viii)        Control
Agreements for each bank account and security account of any Company Party, each duly executed by such Company Party and the bank or
broker where such account is held (subject to de minimis exceptions made by the Collateral Agent in its sole discretion);


 


(ix)           the
Intellectual Property Security Agreements, duly executed by each Company Party having Intellectual Property Rights and covering collectively
all such Intellectual Property Rights (subject to de minimis exceptions made by the Collateral Agent in its sole discretion);


 


(x)            the
Registration Rights Agreement, duly executed by DHAC;


 


(xi)           the
Lock-Up Agreement for such Initial Purchaser, duly executed by DHAC and the applicable signatory thereto;


 


(xii)          the
Transfer Agent Instruction Letters, duly executed by the Transfer Agent in addition to DHAC;


 






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(xiii)        legal
opinions of counsel to DHAC (including local counsel as may be requested by such Purchaser) in form and substance acceptable to such
Initial Purchaser and the Collateral Agent;


 


(xiv)        an
officer’s certificate and compliance certificate from each Seller, each in form and substance acceptable to such Initial Purchaser;


 


(xv)         a
closing statement, in form and substance acceptable to such Purchaser, and such other opinions, statements, agreements and other documents
as such Initial Purchaser may require; and


 


(xvi)        Letter
Agreement.


 


(b)           Deliveries
to the Sellers. On or prior to the Closing, each Initial Purchaser (or, where applicable, the Collateral Agent) shall deliver or
cause to be delivered to DHAC, as applicable, the following, each duly executed by such Initial Purchaser (or, as the case may be, Collateral
Agent) and dated as of the Closing Date:


 


(i)            this
Agreement;


 


(ii)           the
Guaranty;


 


(iii)          the
Security Agreement;


 


(iv)          any
Control Agreements;


 


(v)           the
Intellectual Property Security Agreements; and


 


(vi)          the
Registration Rights Agreement for such Initial Purchaser.


 


2.4           Closing
Conditions.


 


(a)           Conditions
to the Sellers’ Obligations. The obligations of the Sellers pursuant to Section 2.2 in connection with the Closing
are subject to the satisfaction, or waiver in accordance with this Agreement, of the following conditions on or before the Closing Date:


 


(i)            the
representations and warranties of each Purchaser contained herein shall be true and correct as of the Closing Date (unless expressly
made as of an earlier date herein in which case they shall be accurate as of such date);


 


(ii)           all
obligations, covenants and agreements required to be performed by the Initial Purchaser on or prior to the Closing Date (other than the
obligations set forth in Section 2.2 to be performed at the Closing) shall have been performed; and


 


(iii)          the
delivery by the Initial Purchaser of the items it is required to deliver prior to the Closing Date pursuant to Section 2.3(a)(x).


 


(b)           Conditions
to the Initial Purchaser’s Obligations. The respective obligations of each Initial Purchaser and the Collateral Agent pursuant
to Section 2.2 in connection with the Closing are subject to the satisfaction, or waiver in accordance with this Agreement,
of the following conditions on or before the Closing Date, both before and after giving effect to the Closing:


 


(i)            the
representations and warranties of each Company Party contained in any Transaction Document shall be true and correct as of the Closing
Date (unless expressly made as of an earlier date herein in which case they shall be accurate as of such date);


 






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(ii)           all
obligations, covenants and agreements required to be performed by any Company Party or any on or prior to the Closing Date pursuant to
any Transaction Document (other than the obligations set forth in Section 2.2 to be performed at the Closing) shall have
been performed;


 


(iii)          the
delivery by each Company Party of the items such Company Party is required to deliver on or prior to the Closing Date pursuant to Section 2.3(a);


 


(iv)          there
shall exist no Event of Default and no event which, with the passage of time or the giving of notice, would constitute an Event of Default;


 


(v)           there
shall be no breach of any obligation, covenant or agreement of any Company Party under the Transaction Documents and no existing event
which, with the passage of time or the giving of notice, would constitute such a breach;


 


(vi)          no
Material Adverse Effect shall have occurred from the date hereof through the Closing Date;


 


(vii)         from
the date hereof through the Closing Date, trading in the shares of Common Stock shall not have been suspended by the Commission or DHAC’s
principal Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall
not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such
service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities
nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such
magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of
such Initial Purchaser, and without regard to any factors unique to such Initial Purchaser, makes it impracticable or inadvisable to
purchase the Securities at the Closing;


 


(viii)        DHAC
meets the current public information requirements under Rule 144 in respect of the Commitment Shares, the Warrant Shares and any
other Registrable Securities;


 


(ix)           DHAC
has duly submitted a Listing of Additional Shares Notification Form with the Nasdaq Capital Market with respect to each issuance
of Securities pursuant to this Agreement; and


 


(x)            any
other conditions contained herein or the other Transaction Documents, including delivery of the items that any Company Party is required
to deliver on or prior to the Closing Date pursuant to Section 2.3.


 


ARTICLE III
REPRESENTATIONS AND WARRANTIES


 


3.1           Representations
and Warranties of the Company Parties. Each Seller, severally and not jointly hereby makes the following representations and warranties
(and, to the extent provided in the Guaranty or the Security Agreement or any other Transaction Document, each other Company Party makes
the following representations and warranties as, and to the extent applicable to, such Company Party) to each Purchaser as of the Closing
Date as to each Company Party, each subject to the exceptions set forth in the Disclosure Certificate, which Disclosure Certificates
is deemed a part hereof and qualifies any representation or otherwise made herein to the extent of the disclosure contained in the corresponding
section of the Disclosure Certificates:


 


(a)            Subsidiaries.
All of the direct and indirect Subsidiaries of the Sellers are set forth on the Disclosure Certificate. The applicable Seller owns, directly
or indirectly, all of the Capital Stock and Stock Equivalents of each Subsidiary free and clear of any Liens, other than as set forth
in the SEC Reports, and all of the issued and outstanding shares of Capital Stock of each Subsidiary are validly issued and are fully
paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.


 






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(b)            Organization
and Qualification. Each Company Party is a Person having the corporate form listed on the Disclosure Certificate, duly organized,
validly existing and in good standing under the laws of its jurisdiction of organization listed on the Disclosure Certificate and is
duly qualified or licensed to transact business in its jurisdiction of organization, the jurisdiction of its principal place of business,
any other jurisdiction where the Purchasers have filed a UCC financing statement or a mortgage and, except where the failure to do so
would not have a Material Adverse Effect, any other jurisdiction where such qualification is necessary to conduct its business or own
the property it purports to own – and no Proceeding exists or has be instituted or threatened in any such jurisdiction revoking,
limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification. Each Company Party has the right,
power and authority to enter into and discharge all of its obligations under each Transaction Document to which it purports to be a party,
each of which constitutes a legal, valid and binding obligation of such Company Party, enforceable against it in accordance with its
terms, subject only to bankruptcy and similar Regulations affecting creditors’ rights generally; and has the power, authority,
Permits and Licenses to own its property and to carry on its business as presently conducted. No Company Party is engaged in the business
of extending credit (which shall not include intercompany credit among the Company Parties) for the purpose of purchasing or carrying
margin stock or any cryptocurrency, token or other blockchain asset.


 


(c)            Authorization;
Enforcement. The execution, delivery, performance by each Company Party of its obligations, and exercise by such Company Party of
its rights under the Transaction Documents, including, if applicable, the sale of Notes, Warrants and other securities under this Agreement,
(i) have been duly authorized by all necessary corporate actions of such Company Party, (ii) except for the Required Filings,
do not require any Consents or Permits that have not been obtained prior to the date hereof and each such Permit or Consent is in full
force and effect and not subject of any pending or, to the best of any Company Party’s knowledge, threatened, attack or revocation,
(iii) are not and will not be in conflict with or prohibited or prevented by or create a breach under (A) except for those
that do not have a Material Adverse Effect, any Regulation or Permit, (B) any corporate governance document or resolution or (C) except
for those that do not have a Material Adverse Effect, any Contractual Obligation or provision thereof binding on such Company Party or
affecting any property of such Company Party and (iv) will not result in the imposition of any Lien on the Collateral other than
Liens for the benefit of the Purchaser Parties. Upon execution and delivery thereof, each Transaction Document to which such Company
Party purports to be a party shall constitute the legal, valid and binding obligation of such Company Party, enforceable against such
Company Party in accordance with its terms.


 


(d)            Issuance
of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by any Seller other than
restrictions on transfer provided for in the Transaction Documents. Each of the Commitment Shares and Warrant Shares, when issued in
accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens
imposed by DHAC other than restrictions on transfer provided for in the Transaction Documents. DHAC has reserved from its duly authorized
Capital Stock a number of shares of Common Stock for issuance of the Commitment Shares and Warrant Shares at least equal to the Reserve
Amount on the date hereof or as provided for in Section 4.10(a).


 


(e)            Capitalization.
The capitalization of each Seller is as set forth on the Disclosure Certificate, which Disclosure Certificate also includes the number
of shares of Common Stock owned beneficially, and of record, by Affiliates of DHAC as of the date hereof. DHAC has not issued any Capital
Stock or Stock Equivalent since its most recently filed periodic report under the Exchange Act except (i) as set forth on the Disclosure
Certificate, (ii) for the issuance of shares of Common Stock to employees pursuant to DHAC’s employee stock purchase plans
and (iii) pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently
filed periodic report under the Exchange Act as set forth on the Disclosure Certificate. No Person has any right of first refusal, preemptive
right, right of participation, or any similar right to participate in, or triggered by, the transactions contemplated by the Transaction
Documents (including the issuance of the Commitment Shares and Warrant Shares upon the exercise the Warrants respectively in accordance
with their terms) as set forth on the Disclosure Certificate. There are no outstanding Stock Equivalents with respect to any shares of
Common Stock, and there are no Contractual Obligations by which DHAC or any DHAC Subsidiary is or may become bound to issue additional
shares of Common Stock or Common Stock Equivalents except as set forth on the Disclosure Certificate. The issuance and sale of the Securities
will not obligate DHAC to issue shares of Common Stock or any other securities to any Person (other than to any Purchaser) and will not
result in a right of any holder of securities issued by any Company Party to adjust the exercise, conversion, exchange or reset price
under any Stock Equivalent, except as set forth on the Disclosure Certificate. All of the outstanding shares of Capital Stock of DHAC
are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all securities Regulations, and
no such outstanding share was issued in violation of any preemptive right or similar or other right to subscribe for or purchase securities
or any other existing Contractual Obligation. No further approval or authorization of any stockholder or the DHAC Board of Directors,
and no other Permit or Consent, is required for the issuance and sale of the Securities. There are no stockholders’ agreements,
voting agreements or other similar Contractual Obligations with respect to DHAC’s Capital Stock or Stock Equivalents to which DHAC
is a party or, to the knowledge of DHAC, between or among any of DHAC’s stockholders or other equity investors.


 






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(f)            SEC
Reports; Financial Statements. DHAC has filed all reports, schedules, forms, statements and other documents required to be filed
by DHAC under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one
(1) year preceding the date hereof (or such shorter period as DHAC was required by Regulation to file such material) (the foregoing
materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the
 “SEC Reports”). As of their respective dates, the SEC Reports complied in all material respects with the requirements
of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of
a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading. The financial statements of DHAC included in the SEC Reports
comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect
thereto as in effect at the time of filing. Except as disclosed in footnotes to such financial statements, such financial statements
have been prepared in accordance with GAAP and fairly present in all material respects the financial position of DHAC and its consolidated
Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the
case of unaudited statements, to customary and immaterial year-end audit adjustments.


 


(g)            Material
Adverse Effects; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included
within the SEC Reports, except as specifically disclosed in the Disclosure Certificate: (i) there has been no event that has had,
or could reasonably be expected to result in, a Material Adverse Effect as to the any Company Party, (ii) no Company Party has incurred
any Indebtedness or other liability (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the
ordinary course of business consistent with past practice and (B) liabilities not required by GAAP to be reflected in DHAC’s
financial statements and not required to be disclosed in filings made with the Commission, (iii) no Company Party has altered its
fiscal year or accounting methods; (iv) no Company Party has declared or made any Restricted Payment or entered in any Contractual
Obligation to do so, (v) no Company Party has issued any Capital Stock to any officer, director or other Affiliate, and (vi) there
has been no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur
or exist with respect to any Company Party, their Subsidiaries or their respective businesses, properties, operations, assets or financial
condition, that would be required to be disclosed by any Company Party under applicable securities Regulations at the time this representation
is made or deemed made that has not been publicly disclosed at least one (1) Trading Day prior to the date that this representation
is made.


 


(h)            Litigation.
Except as set forth in the Disclosure Certificate, there is no Proceeding against any Company Party of any Subsidiary of any Company
Party or any current or former officer or director of any Company Party or any Subsidiary of any Company Party in its capacity as such
which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities,
(ii) involves the Commission or otherwise involves violations of securities Regulations or (iii) could, assuming an unfavorable
result, have or reasonably be expected to result in a Material Adverse Effect, and none of the Company Parties, their Subsidiaries, or
any director or officer of any of them, is or has been the subject of any Proceeding involving a claim of violation of or liability under
securities Regulations or a claim of breach of fiduciary duty. The Commission has not issued any stop order or other order suspending
the effectiveness of any registration statement filed by DHAC or any Subsidiary under the Exchange Act or the Securities Act.


 


(i)             Labor
Relations. There is no (i) no unfair labor practice at any Company Party and there is no unfair labor practice complaint pending
against any Company Party or any Subsidiary of any Company Party or, to their knowledge of any Company Party, threatened against any
of them before the National Labor Relations Board and no grievance or arbitration proceeding arising out of or under any collective bargaining
agreement that is so pending against any Company Party or any Subsidiary of any Company Party or to their knowledge threatened against
any of them, (ii) no strike, work stoppage or other labor dispute in existence or to their knowledge threatened involving any
Company Party or any Subsidiary of any Company Party, and (iii) no union representation question existing with respect to the employees
of any Company Party or any Subsidiary of any Company Party, as the case may be, and no union organization activity that is taking place,
except (with respect to any matter specified in clause (i), (ii) or (iii) above, either individually or in the aggregate) such
as could not reasonably likely to have a Material Adverse Effect. None of Company Parties’ or their respective Subsidiaries’
employees is a member of a union that relates to such employee’s relationship with such Company Party or such Subsidiary, and none
of the Company Parties nor any of their respective Subsidiaries is a party to a collective bargaining agreement. To the knowledge of
each Company Party, the continued service to the applicable Company Party of the executive officers of such Company Party and its Subsidiaries
is not, and is not expected to be, in violation of any material term of any Contractual Obligation in favor of any third party, and does
not subject any Company Party or any Subsidiary of any Company Party to any Loss with respect to any of the foregoing matters.


 






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(j)            Compliance.
No Company Party and no Subsidiary thereof, except as set forth in the SEC Reports or the Disclosure Certificate, or as could not have
or reasonably be expected to result in a Material Adverse Effect: (i) is in default under or in violation of (and no event has occurred
that has not been waived that, with notice or lapse of time or both, would result in a default by any Company Party the Company or any
Subsidiary under), nor has any Company Party or any Subsidiary thereof received notice of a claim that it is in default under or that
it is in violation of, any Contractual Obligation (whether or not such default or violation has been waived); (ii) is in violation
of any judgment, decree or order of any Governmental Authority; (iii) is or has been in violation of any Regulation, and to the
knowledge of each Company Party, no Person has made or threatened to make any claim that such a violation exists (including relating
to taxes, environmental protection, occupational health and safety, product quality and safety, employment or labor matters) or (iv) has
incurred, or could reasonably be expected to incur Losses relating to compliance with Regulations (including clean-up costs under environmental
Regulations), nor have any such Losses been threatened.


 


(k)           Permits.
Each Company Party and its Subsidiaries possess all Permits, each issued by the appropriate Governmental Authority, that are necessary
to conduct their respective businesses as described in the SEC Reports and which failure to possess could reasonably be expected to result
in a Material Adverse Effect and no Company Party nor any Subsidiary thereof has received any notice of proceedings relating to the revocation
or modification of any such Permit.


 


(l)            Title
to Assets. Each Company Party and their Subsidiaries have good and marketable title in fee simple to all real property owned by them
and good title in fee simple to all personal property owned or purported to be owned by any of them that is material to the business
of any Company Party or any Subsidiary of any Company Party, in each case free and clear of all Liens except as set forth in the SEC
Reports and except for (i) Liens that do not materially affect the value of any such property and do not materially interfere with
the use made and proposed to be made of such property by the Company Parties and their Subsidiaries and (ii) Liens for the payment
of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of
which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by any Company Party or any Subsidiary
of the Company Parties (and any personal property if such lease is material to the business of any Company Party or any Subsidiary of
any Company Party) are held by them under valid, subsisting and enforceable leases with which the Company Parties and their Subsidiaries
party thereto are in compliance.


 


(m)          Intellectual
Property. Except where the failure to do so would not have a Material Adverse Effect, each Company Party and each Subsidiary of the
Company Parties have, or have rights to use, all Intellectual Property Rights they purport to have or have rights to use, which, in the
aggregate for all such Company Party and such Subsidiary, constitute all Intellectual Property Rights necessary or required for use in
connection with the businesses of the Company Parties and their Subsidiary as presently conducted. No Company Party and no Subsidiary
of any Company Party has received a notice (written or otherwise) that any of the Intellectual Property Rights has expired, terminated
or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement,
and, to the knowledge of each Company Party and its Subsidiaries, no event has occurred that permits, or would permit after notice or
passage of time or both, the revocation, suspension or termination of such rights. No Company Party and no Subsidiary of any Company
Party has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a
claim, nor has such a claim been threatened or could reasonably be expected to be made, and no Company Party and no Subsidiary of any
Company Party otherwise has any knowledge that any slogan or other advertising device, product, process, method, substance or other Intellectual
Property or goods or services bearing or using any Intellectual Property Right presently contemplated to be sold by or employed by Intellectual
Property Right of any Company Party or any Subsidiary of any Company Party violate or infringe upon the rights of any Person, except
as could not reasonably be expected to have a Material Adverse Effect. To the knowledge of each Company Party and its Subsidiaries, all
such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual
Property Rights. Each Company Party and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality
and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. No Company Party and no Subsidiary of any Company Party has any Intellectual Property
Right registered, or subject to pending applications, in the United States Patent and Trademark Office or any similar office or agency
in the United States, any State thereof, any political subdivision thereof or in any other country, other than those set forth on the
Disclosure Certificate, or has granted any licenses with respect thereto other than as set forth on the Disclosure Certificate. The Disclosure
Certificate also sets forth all Contractual Obligations or other arrangements of any Company Party or any Subsidiary of any Company Party
as in effect on the date hereof pursuant to which such Company Party or such Subsidiary has a license or other right to use any Intellectual
Property owned by another Person and the dates of the expiration of such Contractual Obligations or other arrangements (collectively,
together with such Contractual Obligations or other arrangements as may be entered into by any Company Party or any Subsidiary of any
Company Party after the date hereof, the “License Agreements”). All material License Agreements and related rights
are in full force and effect, no default or event of default exists with respect thereto in respect of the obligations of licensor or
with respect to any royalty or other payment obligations of any Company Party or any Subsidiary of any Company Party or any obligation
of any Company Party or any Subsidiary of any Company Party with respect to manufacturing standards, quality control or specifications
and each such Company Party or such Subsidiary is in compliance with the terms thereof in all material respects and no owner, licensor
or other party thereto has sent any notice of termination or its intention to terminate such license or rights.


 






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(n)            Transactions
with Related Parties. Except as set forth in the SEC Reports or the Disclosure Certificate, no Company Party and no Subsidiary of
any Company Party is a party to any Contractual Obligation or other transaction with any Related Party that is not a Company Party or
Subsidiary of a Company Party, including (a) Investments by any Company Party or any Subsidiary thereof in any such other Related
Party or Indebtedness owing by or to any such other Related Party and (b) transfers, sales, leases, assignments or other acquisitions
or dispositions of any asset, in each case except for (x) transactions in the ordinary course of business on a basis no less favorable
to the Company Parties and their Subsidiaries as would be obtained in a comparable arm’s length transaction with a Person not a
Related Party and (y) salaries and other director or employee or other staff compensation, including expense reimbursements and
employee benefits, of the Company Parties and their Subsidiaries.


 


(o)            Sarbanes-Oxley;
Internal Accounting Controls. DHAC and its Subsidiaries are in compliance with any and all applicable requirements of the Sarbanes-Oxley
Act of 2002 that are effective as of the date hereof, and any and all related Regulations. The Company Parties and their Subsidiaries
maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed
in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted
only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. DHAC and its
Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
for DHAC and its Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed
in the reports DHAC is required to file or submit under the Exchange Act is recorded, processed, summarized and reported, within the
time periods specified in the Commission’s rules and forms. DHAC’s certifying officers have evaluated the effectiveness
of the disclosure controls and procedures of DHAC and its Subsidiaries as of the end of the period covered by the most recently filed
periodic report under the Exchange Act (such date, the “Evaluation Date”). DHAC presented in its most recently filed
periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls
and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal
control over financial reporting (as such term is defined in the Exchange Act) that have materially affected, or is reasonably likely
to materially affect, the internal control over financial reporting of DHAC and its Subsidiaries.


 






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(p)            Certain
Fees. No brokerage or finder’s fees or commissions or similar fees are or will be payable by any Company Party or any Subsidiary
of any Company Party to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person
with respect to the transactions contemplated by the Transaction Documents. No Purchaser shall have any obligation with respect to any
fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section 3.1(p) that
may be due in connection with the transactions contemplated by the Transaction Documents.


 


(q)            Private
Placement. Assuming the accuracy of each Purchaser’s representations and warranties set forth in Section 3.2, no
registration under the Securities Act is required for the offer and sale of the Securities by DHAC to the Purchasers as contemplated
hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.


 


(r)             Investment
Company. No Company Party and no Subsidiary of any Company Party is, or is an Affiliate of (and, immediately after receipt of payment
for the Securities and before and after giving effect to the use of the proceeds thereof, none will be or be an Affiliate of), an “investment
company” within the meaning of the Investment Company Act of 1940, as amended. Each Company Party and each Subsidiary of any Company
Party shall conduct its business in a manner so that it will not become an “investment company” subject to registration under
the Investment Company Act of 1940, as amended.


 


(s)            Registration
Rights. No Person has any right to cause any Company Party or any Subsidiary of any Company Party to effect the registration under
the Securities Act of any securities of any Company Party or any Subsidiary of any Company Party.


 


(t)            Listing
and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act,
and DHAC has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of
the Common Stock under the Exchange Act nor has DHAC received any notification that the Commission is contemplating terminating such
registration. DHAC has not, in the twelve (12) months preceding the date hereof, received notice from any Trading Market on which the
Common Stock is or has been listed or quoted to the effect that DHAC is not in compliance with the listing or maintenance requirements
of such Trading Market. DHAC is and has no reason to believe that it will not in the foreseeable future continue to be, in compliance
with all such listing and maintenance requirements. DHAC has submitted (or will submit on or prior to the Closing Date) the List of Additional
Shares Notification Form with the Nasdaq Capital Market with respect to the offering of its Securities. The issuance of the Commitment
Shares and Warrant Shares would not exceed the maximum number of shares of Common Stock that may be issued under the Listing Rules of
the Nasdaq Stock Market LLC without obtaining shareholder approval.


 


(u)            Application
of Takeover Protections. DHAC and its Board of Directors (or equivalent body) have taken all necessary action, if any, in order to
render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement)
or other similar anti-takeover provision under DHAC’s Articles of Incorporation (or similar charter documents) or the laws of its
state of incorporation that is or could become applicable as a result of the Purchasers and DHAC fulfilling their obligations or exercising
their rights under the Transaction Documents, including as a result of DHAC’s issuance of the Securities and the ownership of the
Securities by any Purchaser or any Affiliate of any Purchaser.


 


(v)            MNPI.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, each Company
Party confirms that none of the Company Parties, their Affiliates, or agents or counsel or any other Person acting on behalf of the foregoing
has provided any Purchaser, any Purchaser Party or their agents or counsel with any information that it believes constitutes or might
constitute material, non-public information. DHAC understands and confirms that each Purchaser will rely on the foregoing representation
in effecting transactions in securities of the DHAC. Each Company Party acknowledges and agrees that no Purchaser makes or has made any
representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2.


 






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(w)           No
Integrated Offering. Assuming the accuracy of each Purchaser’s representations and warranties set forth in Section 3.2,
no Company Party, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers
or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities
to be integrated with prior offerings by DHAC for purposes of (i) the Securities Act which would require the registration of any
such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which
any of the securities of DHAC are listed or designated.


 


(x)            No
General Solicitation. Neither DHAC nor any person acting on behalf of DHAC has offered or sold any of the Securities by any form
of general solicitation or general advertising. DHAC has offered the Securities for sale only to the Purchasers and certain other “accredited
investors” within the meaning of Rule 501 under the Securities Act.


 


(y)            Foreign
Corrupt Practices. No Company Party and no Related Party of any Company Party, has done any of the following, directly or indirectly
(including through agents, contractors, trustees, representatives and advisors): (i) made contributions or payments of, or reimbursement
for, gifts, entertainment or other expenses, in each case that could reasonably be viewed as unlawful under U.S. or other Regulations
related to foreign or domestic political activity or (ii) made payments to U.S. or other officials, judges, employees or other staff
members of any Governmental Authority or other Persons viewed as government officials under any Regulation or to any foreign or domestic
political parties, elected or union officials or campaigns in order to obtain, retain or direct business or obtain any improper advantage,
and no part of the proceeds of the Notes will be used, directly or indirectly, to fund any such payment; (iii) failed to disclose
fully any contribution or other payment made by any Company Party or any Subsidiary of any Company Party (or made by any person acting
on the behalf of any of the foregoing) which could reasonably be viewed as in violation of U.S. or other Regulations; or (iv) any
other activity in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, or any other Regulation sanctioning
or purporting to sanction bribery, corruption and other improper payments.


 


(z)            Accountants.
DHAC’s accounting firm is WithumSmith+Brown, PC. To the knowledge and belief of the Company, such accounting firm is a registered
public accounting firm as required by the Exchange Act.


 


(aa)          No
Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated
by any Company Party to arise, between DHAC and the accountants and lawyers formerly or presently employed by DHAC and DHAC is current
with respect to any fees owed to its accountants and lawyers which could affect DHAC’s ability to perform any of its obligations
under any of the Transaction Documents.


 


(bb)          Acknowledgment
Regarding Purchasers’ Purchase of Securities. DHAC acknowledges and agrees that each Purchaser is acting solely in the capacity
of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. DHAC further
acknowledges that no Purchaser is acting as a financial advisor or fiduciary of DHAC (or in any similar capacity) with respect to the
Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser, Purchaser Party or any of their
respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely
incidental to the Purchasers’ purchase of the Securities. DHAC further represents to each Purchaser that DHAC’s decision
to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions
contemplated hereby by DHAC and its representatives.


 


(cc)          Regulation
M Compliance. No Company Party, Subsidiary of any Company Party or anyone acting on any of their behalf has, (i) taken, directly
or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of any Seller
to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting
purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase
any other securities of Sellers.


 


(dd)          Stock
Option Plans. DHAC has not knowingly granted, and there is no and has been no Company policy or practice to knowingly grant, stock
options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material
information regarding DHAC or its Subsidiaries or their financial results or prospects.


 






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(ee)          Sanctions.
No Company Party and no Related Party of any Company Party, directly or indirectly (including through agents, contractors, trustees,
representatives or advisors) (a) is in violation of any Sanctions Law or engages in, or conspire or attempts to engage in, any transaction
evading or avoiding any prohibition in any Sanction Law, (b) is a Sanctioned Person or derive revenues from investments in, or transactions
with Sanctioned Persons, (c) has any assets located in Sanctioned Jurisdictions or (d) deals in, or otherwise engages in any
transactions relating to, any property or interest in property blocked pursuant to any Regulation administered or enforced by the U.S.
Office of Foreign Assets Control (“OFAC”). The Borrower will not use, directly or indirectly, any part of the proceeds
of any Note hereunder to fund, and none of the Borrower or its Related Parties, either directly or indirectly (including through agents,
contractors, trustees, representatives or advisors), are engaged in any operations involving, the financing of any investments or activities
in, or any payments to, a Sanctioned Person.


 


(ff)           U.S.
Real Property Holding Corporation. DHAC is not and has never been a U.S. real property holding corporation within the meaning of
Section 897 of the Internal Revenue Code of 1986, as amended, and DHAC shall so certify upon any Purchaser’s request.


 


(gg)         Bank
Holding Company Act and Other Limiting Regulations. No Company Party and no Affiliate of any Company Party is subject to the Bank
Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve
System (the “Federal Reserve”). No Company Party and no Subsidiary or Affiliate of any Company Party owns or controls,
directly or indirectly, individually or in the aggregate, five percent (5%) or more of the outstanding shares of any class of voting
securities or twenty-five percent or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by
the Federal Reserve. No Company Party and no Subsidiary or Affiliate of any Company Party, either individually or in the aggregate, directly
or indirectly, exercise or has the ability to exercise a controlling influence over the management or policies of a bank or any entity
that is subject to the BHCA and to regulation by the Federal Reserve. DHAC is not an “investment company” and is not a company
 “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940. DHAC is not
subject to regulation under the Public Utility Holding Company Act of 2005, the Federal Power Act, the Interstate Commerce Act or the
Investment Company Act of 1940 or to any Regulation or Permit limiting DHAC’s ability to incur indebtedness for borrowed money.


 


(hh)         Promotional
Stock Activities. No Company Party, no Subsidiary of any Company Party and none of their officers, directors, managers, affiliates
or agents have engaged in any stock promotional activity that could give rise to a complaint, inquiry, or trading suspension by the Securities
and Exchange Commission alleging (i) a violation of the anti-fraud provisions of the federal securities laws, (ii) violations
of the anti-touting provisions, (iii) improper “gun-jumping; or (iv) promotion without proper disclosure of compensation.


 


(ii)            Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material
Adverse Effect, the Company Parties (i) have made or filed all United States federal, state and local income and all foreign income
and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) have paid all taxes
and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and
declarations and (iii) have set aside on their respective books provision reasonably adequate for the payment of all material taxes
for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material
amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company Parties know of no basis for any
such claim.


 


(jj)          Seniority.
As of the Closing Date, except for the Indebtedness set forth on the Disclosure Certificate and Indebtedness having an outstanding principal
amount as of the Closing Date not exceeding $50,000, no Indebtedness or other claim against any Company Party is senior in right of payment
to the Notes or the obligations due thereunder or their guaranties, whether with respect to interest or upon liquidation or dissolution,
or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets covered
thereby) and capital lease obligations (which is senior only as to the property covered thereby).


 






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(kk)          AML/CTF
Regulations. The operations of the Company Parties and their Subsidiaries are and have been conducted at all times in compliance
with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 and
other applicable money laundering and counter-terrorism financing Regulations (collectively, the “AML/CTF Regulations”),
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any Company
Party or any Subsidiary of any Company Party with respect to any AML/CTF Regulation is pending or, to the knowledge of any Company Party
or any such Subsidiary, threatened.


 


(ll)          Disqualification
Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506(b) of Regulation D promulgated
under the Securities Act, none of DHAC, any of its predecessors, any affiliated issuer, any director, executive officer, other officer
of DHAC participating in the offering hereunder, any beneficial owner of twenty percent (20%) or more of DHAC’s outstanding voting
equity securities, calculated on the basis of voting power, nor any promoter (as such term is defined in Rule 405 under the Securities
Act) connected with DHAC in any capacity at the time of sale (as each such term is used and understood in Rule 506(d) of Regulation
D under the Securities Act, each a “Company Covered Person”) is subject to any of the “Bad Actor” disqualifications
described in Rule 506(d)(1)(i) to (viii) of Regulation D under the Securities Act (a “Disqualification Event”),
except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D under the Securities Act. DHAC
has exercised reasonable care to determine whether any Company Covered Person is subject to a Disqualification Event. DHAC has complied,
to the extent applicable, with its disclosure obligations under Rule 506(e) of Regulation D promulgated under the Securities
Act, and has furnished to the Purchaser a copy of any disclosures provided thereunder. DHAC will notify each Purchaser in writing, prior
to the Closing Date, of (i) any Disqualification Event relating to any Company Covered Person and (ii) any event that would,
with the passage of time, become a Disqualification Event relating to any Company Covered Person.


 


(mm)        No
Other Covered Persons. There is no Person (other than a Company Covered Person) that has been or will be paid (directly or indirectly)
remuneration for solicitation of the Purchaser in connection with the sale of any Securities.


 


(nn)          No
Cash Payments. [Reserved].


 


(oo)          Subsidiary
Rights. Each Company Party has the unrestricted right to vote, and (subject to limitations imposed by applicable law) to receive
dividends and distributions on, all capital securities of its Subsidiaries as owned by any Company Party or any Subsidiary of any Company
Party.


 


(pp)          Shell
Company Status. DHAC has been since its inception, and is presently, an issuer identified as a “Shell Company”.


 


(qq)          Full
Disclosure. All of the disclosures furnished on behalf of, and all of the representations and warranties made by, any Company Party
in any Transaction Document and all statements contained in the Disclosure Certificate to this Agreement or any certificate or other
document furnished or to be furnished to any Purchaser or any Purchaser Party or their attorneys or advisors pursuant to any Transaction
Document are true and correct and none contains any untrue statement of a material fact, or omits to state a material fact necessary
to make the statements contained therein, in light of the circumstances in which they are made, not misleading. The press releases disseminated
by the Company Parties during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein,
in light of the circumstances under which they were made and when made, not misleading.


 


3.2           Representations
and Warranties of Purchaser. Each Purchaser, severally and not jointly, for itself and for no other Purchaser, hereby represents
and warrants as of the date hereof and as of the Closing Date to Sellers as follows (unless as of a specific date therein in which case
they shall be accurate as of such date):


 


(a)            Organization;
Authority. Such Purchaser is an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction
of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to
enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder
and thereunder. The execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated
by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar
action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such
Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation
of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and
applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’
rights generally; (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable
remedies; and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.


 






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(b)            Own
Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under
the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with
a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state
securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable
state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the
distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty
not limiting such Purchaser’s right to sell the Securities in compliance with applicable federal and state securities laws). Such
Purchaser is acquiring the Securities hereunder in the ordinary course of its business.


 


(c)            Purchaser
Status. At the time such Purchaser was offered or otherwise purchased or acquired the Securities, it was, and as of the date hereof
it is, and on each date on which it converts the Notes it will be an “accredited investor” as defined in Rule 501(a)(1),
(a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act.


 


(d)            Experience
of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience
in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities,
and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the
Securities and, at the present time, is able to afford a complete loss of such investment.


 


(e)            General
Solicitation. Such Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication
regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at
any seminar or any other general solicitation or general advertisement.


 


(f)            Certain
Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not directly
or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or
sales, including Short Sales, of the securities of DHAC during the period commencing as of the time that such Purchaser first received
a term sheet (written or oral) from DHAC or any other Person representing DHAC setting forth the material terms of the transactions contemplated
hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, if such Purchaser is a multi-managed investment
vehicle (whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have
no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets),
the representation set forth above in this clause (f) shall only apply with respect to the portion of assets managed
by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other
Persons party to this Agreement, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this
transaction (including the existence and terms of this transaction).


 


Each Company Party
acknowledges and agrees that the representations and warranties of each Purchaser set forth in Section 3.2 shall not modify,
amend or affect any Purchaser’s right to rely on the representations and warranties of any Company Party contained in this Agreement
or in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement
or the consummation of the transaction contemplated hereby.


 






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ARTICLE IV
OTHER AGREEMENTS OF THE PARTIES


 


4.1            Transfer
Restrictions.


 


(a)            The
Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities
other than pursuant to an effective registration statement or Rule 144, to DHAC or to an Affiliate of a Purchaser or in connection
with a pledge as contemplated in Section 4.1(b), DHAC may require the transferor thereof to provide to DHAC an opinion of
counsel selected by the transferor and reasonably acceptable to DHAC, at DHAC’s sole expense in the form and substance of which
opinion shall be reasonably satisfactory to DHAC, to the effect that such transfer does not require registration of such transferred
Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms
of this Agreement and shall have the rights and obligations of a Purchaser under this Agreement.


 


(b)            Each
Purchaser agrees, severally but not jointly, to the imprinting, for as long as is required by this Section 4.1, of a legend
on all of the Securities in the following form:


 


[NEITHER]
THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS [CONVERTIBLE][EXERCISABLE]] HAS NOT [HAVE] BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL
TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES
ISSUABLE UPON [CONVERSION] [EXERCISE] OF THIS SECURITY]] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED
BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER
THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


DHAC
acknowledges and agrees that each Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer
or grant a security interest in some or all of its Securities to a financial institution that is an “accredited investor”
as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required
under the terms of such arrangement, such Purchaser may transfer pledged or secured Securities to the pledgees or secured parties. Such
a pledge or transfer would not be subject to approval of DHAC and no legal opinion of legal counsel of the pledgee, secured party or
pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At DHAC’s expense, DHAC
will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection
with a pledge or transfer of the Securities.


 


(c)            Certificates
evidencing the Commitment Shares or Warrant Shares shall not contain any legend (including the legend set forth in Section 4.1(b)):
(i) while a registration statement covering the resale of such security is effective under the Securities Act; (ii) following
any sale of such Commitment Shares or Warrant Shares pursuant to Rule 144; (iii) if such Commitment Shares or Warrant Shares
are eligible for sale under Rule 144; or (iv) if such legend is not required under applicable requirements of the Securities
Act (including judicial interpretations and pronouncements issued by the staff of the Commission). DHAC shall upon request of any Purchaser
and at DHAC’s sole expense cause its counsel (or at such Purchaser’s option, exercised in its sole discretion, counsel selected
by such Purchaser) to issue a legal opinion to the Transfer Agent promptly after any of the events described in (i)-(iv) in the
preceding sentence if required by the Transfer Agent to effect the removal of any legend (including that described in Section 4.1(b)),
with a copy to such Purchaser, its broker and the Collateral Agent. If all or any portion of any Warrant is exercised at a time when
there is an effective registration statement to cover the resale of the Commitment Shares or Warrant Shares, or if such Commitment Shares
or Warrant Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities
Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Commitment Shares or Warrant
Shares shall be issued free of all legends. DHAC agrees that following such time as such legend is no longer required under this Section 4.1(c),
it will, no later than two (2) Trading Days following the delivery by any Purchaser to DHAC or the Transfer Agent of a certificate
representing Commitment Shares or Warrant Shares, issued with a restrictive legend (such second (2nd) Trading Day, the “Legend
Removal Date” of such Securities of such Purchaser), instruct the Transfer Agent to deliver or cause to be delivered to such
Purchaser a certificate representing such shares that is free from all restrictive and other legends. DHAC may not make any notation
on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4.1.
Certificates for the Commitment Shares or Warrant Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent
to such Purchaser by crediting the account of such Purchaser’s prime broker with the Depository Trust Company System as directed
by such Purchaser.


 






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(d)            In
addition to such Purchaser’s other available remedies, DHAC shall pay to such Purchaser, in cash, as partial liquidated damages
and not as a penalty, $1,000 per Trading Day for each Trading Day after the Legend Removal Date of such Securities of such Purchaser
until such certificate is delivered without a legend. Nothing herein shall limit such Purchaser’s right to pursue actual damages
for DHAC’s failure to deliver certificates representing any Securities as required by the Transaction Documents, and each Purchaser
shall have, severally and not jointly, the right to pursue all remedies available to it at law or in equity including a decree of specific
performance and/or injunctive relief.


 


4.2           Acknowledgment
of Dilution. DHAC acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of Common Stock,
which dilution may be substantial under certain market conditions. DHAC further acknowledges that its obligations under the Transaction
Documents, including its obligation to issue the Commitment Shares and Warrant Shares pursuant to the Transaction Documents, are unconditional
and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution
or any claim DHAC may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of
the other stockholders of DHAC.


 


4.3           Furnishing
of Information; Public Information.


 


(a)            DHAC
covenants to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely
file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by DHAC after
the date hereof pursuant to the Exchange Act even if DHAC is not then subject to the reporting requirements of the Exchange Act.


 


(b)            At
any time during the period commencing from the six (6)-month anniversary of the date hereof and ending at such time that all of the Securities
have been sold or may be sold without the requirement for DHAC to be in compliance with Rule 144(c)(1) and otherwise without
restriction or limitation pursuant to Rule 144, if DHAC shall fail for any reason to satisfy the current public information requirement
under Rule 144(c) (a “Public Information Failure”) then, in addition to any Purchaser’s other available
remedies, DHAC shall pay to each Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay
in or reduction of its ability to sell its Securities, an amount in cash equal to two percent (2.0%) of the aggregate Subscription Amount
of such Purchaser’s Securities on the day of a Public Information Failure and on every thirtieth (30th) day (pro-rated
for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured
and (b) such time that such public information is no longer required  for such Purchaser to transfer any Registrable Securities
pursuant to Rule 144. The payments to which such Purchaser shall be entitled pursuant to this Section 4.3(b) are
referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid
on the earlier of (i) the last day of the calendar month during which such Public Information Failure Payments are incurred
and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments
is cured. In the event DHAC fails to make Public Information Failure Payments when required by the preceding sentence, such Public
Information Failure Payments shall bear interest at the rate of 2.0% per month (accruing and due daily and prorated for partial
months) until paid in full. Nothing herein shall limit each Purchaser’s right to pursue actual damages for the Public Information
Failure, and each Purchaser shall have the right to pursue all remedies available to it at law or in equity including a decree of specific
performance and/or injunctive relief and recovery of loss profits.


 






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4.4            Integration.
DHAC shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2
of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration
under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the Securities for purposes
of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such
other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.


 


4.5            Exercise
Procedure. The form of “Notice of Exercise” (each a “Notice of Exercise”) included in any Warrant,
as applicable, of any Purchaser sets forth the totality of the procedures required of such Purchaser in order to exercise such Warrant.
Without limiting the preceding sentences, no ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or
other type of guarantee or notarization) of any Notice of Exercise form be required in order to exercise any Warrant. No additional legal
opinion, other information or instructions shall be required of any Purchaser to exercise any Warrant. DHAC shall honor exercises of
any Warrant and shall deliver and Warrant Shares in accordance with the terms, conditions and time periods set forth in the Transaction
Documents.


 


4.6            Shareholder
Rights Plan. No claim will be made or enforced by DHAC or, with the consent of DHAC, any other Person, that any Purchaser is an “acquiring
person” (or similar or equivalent term) under any control share acquisition, business combination, poison pill (including any distribution
under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by DHAC, or that any Purchaser
could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents
or under any other agreement between DHAC and any Purchaser.


 


4.7            Material
Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents, each Company Party covenants and agrees that neither it, nor any of its Affiliates, nor any other Person acting on its behalf,
will provide any Purchaser, any Purchaser Party or their respective agents or counsel with any information that any Company Party believes
constitutes material non-public information, unless prior thereto such information is disclosed to the public, or such Purchaser shall
have entered into a written agreement with DHAC regarding the confidentiality and use of such information. There has been no public announcement
of a pending or proposed Fundamental Transaction or Change of Control Transaction (as each such term is defined in the Notes) that has
not been consummated. No Purchaser has been provided by any Company Party or any Related Party of any Company Party any information,
that constitutes, or may constitute, material non-public information with respect to any Company Party. DHAC understands and confirms
that each Purchaser shall be relying on the foregoing representations, warranties and covenants in effecting transactions in securities
of DHAC.


 


4.8            Use
of Proceeds. The Company Parties shall use the net proceeds as set forth in the Disclosure Certificate.


 


4.9            Indemnification
of Purchaser Party. Each Company Party shall, jointly and severally, indemnify against, and hold harmless from, each Purchaser, the
Collateral Agent, their Related Parties, each Person who controls any of them (within the meaning of Section 15 of the Securities
Act and Section 20 of the Exchange Act), and their agents, contractors, trustees, representatives and advisors (each, a “”)
any and all Losses that any Purchaser Party may suffer or incur as a result of or relating to (a) Purchaser Party the administration,
performance or enforcement by the Purchasers of any of the Transaction Documents or consummation of any transaction described therein,
(b) the existence of, perfection of, a Lien upon or the sale or collection of, or any other damage, Loss, failure to return or other
realization upon any collateral, (c) the failure of any Company Party or any of their Related Parties (whether directly or through
their agents, contractors, trustees, representatives and advisors) to observe, perform or discharge any of the covenants or duties under
any of the Transaction Documents, (d) any Proceeding, whether or not any Purchaser Party is a party thereto (including Proceedings
instituted by any Governmental Authority or any holder of any equity interest in, or other direct or indirect investor in, any Seller
who is not an Affiliate of such Purchaser Party) with respect to any of the Transaction Documents or the transactions contemplated therein.
Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of the recipient of any payment made under
any Transaction Document, but including any intangibles tax, stamp tax, recording tax or franchise tax) shall be imposed on any Company
Party or Purchaser Party, whether or not lawfully payable, on account of the execution or delivery of this Agreement, or the execution,
delivery, issuance or recording of any of the other Transaction Documents, or the creation or repayment of any of obligations hereunder,
by reason of any applicable Regulations now or hereafter in effect, each Company shall, jointly and severally, pay (or shall promptly
reimburse such Purchaser Party for the payment of) all such Taxes, including any interest, penalties, expenses and other Losses with
respect thereto), and will indemnify and hold the Purchaser Parties harmless from and against all Losses arising therefrom or in connection
therewith. The foregoing indemnities shall not apply to Losses incurred by any Purchaser Party as a result of its own gross negligence
or willful misconduct as determined by a final non-appealable order of a court of competent jurisdiction. Notwithstanding anything
to the contrary in any Transaction Document, the obligations of the Company Parties with respect to each indemnity given by them in this
Agreement or any of the other Transaction Documents in favor of the Purchaser Parties shall survive the payment in full of the Notes
and the termination of this Agreement. The indemnification required by this Section 4.9 shall be made by periodic payments
of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnification
contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against any Company Party or others
and any liabilities any Company Party may be subject to pursuant to any Regulation.


 






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4.10         Reservation
and Listing of Securities.


 


(a)            DHAC
shall maintain a reserve equal to the Reserve Amount of shares from its duly authorized shares of Common Stock for issuance pursuant
to the Transaction Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents.
Upon a reverse stock split or increase in the authorized Common Stock of DHAC, DHAC will immediately instruct the Transfer Agent to reserve
at least the Reserve Amount after giving effect to such stock split or increase. This reserve amount shall be updated monthly.


 


(b)            If,
on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than 100% of the Reserve
Amount on such date, then the DHAC Board of Directors shall amend DHAC’s Articles of Incorporation (or equivalent governing document)
to increase the number of authorized but unissued shares of Common Stock to 100% of the Reserve Amount at such time, as soon as possible
and in any event not later than the 60th day after such date.


 


(c)            DHAC
shall, if applicable: (i) in the time and manner required by the principal Trading Market, prepare and file with such Trading Market
an additional shares listing application covering a number of shares of Common Stock at least equal to the Reserve Amount on the date
of such application; (ii) take all steps necessary to cause such shares of Common Stock to be approved for listing or quotation
on such Trading Market as soon as possible thereafter; (iii) provide to each Purchaser evidence of such listing or quotation; and
(iv) maintain the listing or quotation of such Common Stock on any date at least equal to the Reserve Amount on such date on such
Trading Market or another Trading Market.


 


4.11         Subsequent
Equity Sales.


 


(a)            For
so long as a majority of the original aggregate principal amount of the Notes remains outstanding on the date of any Variable Rate Transaction
(as defined below), no Company Party, except as permitted by the Notes shall effect or enter into an agreement to effect any issuance
by any Company Party or any Subsidiary of any Company Party of Common Stock or Common Stock Equivalents (or a combination of units thereof)
involving a Variable Rate Transaction. “Variable Rate Transaction”, which specifically excludes the PIPE, means a
transaction in which a Person (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable
for, or include the right to receive, additional shares of common stock (including Common Stock) either (A) at a exercise price
or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of common
stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price
that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence
of specified or contingent events directly or indirectly related to the business of such Person or the market for the common stock or
(ii) enters into any agreement, including an equity line of credit or an “at-the-market offering”, whereby such Person
may issue securities at a future determined price.


 


(b)            For
as long as any Note remains outstanding, no Company Party, no Related Party of any Company Party will, directly or indirectly (including
through agents, contractors, trustees, representatives or advisors): (a) solicit, initiate, encourage or accept any other inquiries,
proposals or offers from any Person relating to any exchange (i) of any security of any Company Party for any other security of
any Company Party, except to the extent consummated pursuant to the terms of Common Stock Equivalents of DHAC as in effect as of the
date hereof and disclosed in filings with the Commission prior to the date hereof (without giving effect to any amendment, modification,
change or waiver of any terms thereof occurring on or after the date hereof or not disclosed in a filing by DHAC with the Commission
prior to the date hereof) or (ii) of any indebtedness or other securities of, or claim against, any Company Party pursuant to a
registration statement files with the Commission or relying on any exemption under the Securities Act (including Section 3(a)(10) of
the Securities Act (any such transaction described in clauses (i) or (ii), an “Exchange Transaction”); (b) enter
into, effect, alter, amend, announce or recommend to its stockholders any Exchange Transaction with any Person; or (c) participate
in any discussions, conversations, negotiations or other communications with any Person regarding any Exchange Transaction, or furnish
to any Person any information with respect to any Exchange Transaction, or otherwise cooperate in any way, assist or participate in,
facilitate or encourage, any effort or attempt by any Person to seek an Exchange Transaction involving any Company Party. For as long
as any Note or any Warrant remains outstanding, no Company Party and no Related Party of any Company Party, will, either directly or
indirectly (including through agents, contractors, trustees, representatives or advisors), cooperate in any way, assist or participate
in, facilitate or encourage any effort or attempt by any Person to effect any acquisition of securities or indebtedness of, or claim
against, DHAC by such Person from an existing holder of such securities, indebtedness or claim in connection with a proposed exchange
of such securities or indebtedness of, or claim against, DHAC (whether pursuant to Section 3(a)(9) or 3(a)(10) of the
Securities Act or otherwise) (a “Third Party Exchange Transfer”). The Company Parties and each of their
Related Parties shall immediately cease and cause to be terminated all existing discussions, conversations, negotiations and other communications
with any Persons with respect to any of the foregoing. For all purposes of this Agreement, violations of the restrictions set forth in
this Section 4.11 by any Company Party, or any Subsidiary or Affiliate of any Company Party, or any officer, employee, director,
agent or other representative of any Company Party or any Subsidiary or Affiliates of any Company Party shall be deemed a direct breach
of this Section 4.11 by DHAC.


 






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(c)            Except
as permitted by the Notes, from the date hereof until ninety (90) calendar days after the Closing Date, no Company Party shall, directly
or indirectly, issue, offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale,
grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including
any “equity security” (as that term is defined under Rule 405 promulgated under the Securities Act), any Common Stock
or Common Stock Equivalents, any debt securities, or any purchase rights) or otherwise amend, modify, waiver or alter any terms of conditions
of any Common Stock Equivalents outstanding as of the date hereof to decrease the exercise, conversion and/or exchange price, as applicable,
thereunder or otherwise increase the aggregate number of shares of Common Stock issuable in connection therewith, except for the PIPE
and those issuances set forth on Schedule II.


 


(d)            Each
Purchaser shall, severally and not jointly, be entitled to obtain injunctive relief against any Company Party to preclude any such issuance,
which remedy shall be in addition to any right to collect damages. Notwithstanding the foregoing, this Section 4.11 shall
not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt Issuance.


 


4.12         Trading
Activities of Purchasers.


 


(a)            Prohibited
Short Sales. Each Purchaser, severally and not jointly, covenants and agrees that neither it, nor any of its Affiliates acting on
its behalf or pursuant to any understanding with it, will execute (i) any Short Sales of the Common Stock or (ii) any hedging
transaction that establishes a net short position with respect to DHAC’s Common Stock, in each case during the period commencing
with the execution of this Agreement and ending on the earlier of the earliest “Maturity Date” of such Purchaser’s
Notes (under and as defined in such Notes) or the full repayment of all of such Purchaser’s Notes (a “Prohibited Short
Sale”); provided, further, that this provision shall not operate to restrict any Purchaser’s trading under any
prior securities purchase agreement containing contractual rights that explicitly protects such trading in respect of the previously
issued securities.


 


(b)            Acknowledgment
Regarding Purchasers’ Other Trading Activities. Anything in this Agreement or elsewhere herein to the contrary notwithstanding
(except for this Section 4.12), it is understood and acknowledged by DHAC that (i) no Purchaser has been asked by DHAC
to agree, nor has any Purchaser agreed, to desist from purchasing or selling Securities of DHAC or from entering into Short Sales or
Derivatives based on securities issued by DHAC or to hold the Securities for any specified term, (ii) past or future open market
or other transactions by each Purchaser, specifically including Short Sales or Derivatives, before or after the Closing or the closing
of any future private placement transactions, may negatively impact the market price of DHAC’s publicly-traded securities, (iii) each
Purchaser, and counter-parties in Derivatives to which any Purchaser is a party, directly or indirectly, may presently have a “short”
position in the shares of Common Stock and (iv) no Purchaser shall be deemed to have any affiliation with or control over any arm’s
length counter-party in any Derivative. DHAC further understands and acknowledges that (y) each Purchaser may engage in hedging
activities at various times during the period that the Securities are outstanding, including, during the periods that the value of the
Commitment Shares or the Warrant Shares deliverable with respect to Securities are being determined, and (z) such hedging activities
(if any) could reduce the value of the existing stockholders’ equity interests in DHAC at and after the time that the hedging activities
are being conducted. DHAC acknowledges that such aforementioned hedging activities and Derivatives do not constitute a breach of any
of the Transaction Documents.


 






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4.13         Securities
Laws Disclosure; Publicity.


 


(a)            8-K
Filing. DHAC shall file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission
within the time required by the Exchange Act in connection with the transactions contemplated by the Transaction Documents. DHAC represents
to each Purchaser that, from and after the issuance of such Current Report on Form 8-K, it shall have publicly disclosed all material,
non-public information delivered to any Purchaser or their Related Parties (including to their agents, contractors, trustees, representatives
and advisors) by any Company Party (including through agents, contractors, trustees, representatives and advisors) in connection with
the transactions contemplated by the Transaction Documents.


 


(b)            Financing
Statements and Other Periodic Filings. DHAC shall timely file (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by DHAC after the date hereof pursuant to the Exchange Act and DHAC shall meet the current
public information requirements of Rule 144(c) under the Securities Act as of the end of the period in question.


 


(c)            Other
Public Disclosures. DHAC and the Purchasers shall consult with each other in issuing any other public disclosure with respect to
the transactions contemplated hereby, and none of the Company Parties or the Purchasers shall issue any such public disclosure nor otherwise
make any such public statement without the prior consent of DHAC, with respect to any press release of the Purchasers, and without the
prior consent of the Purchasers with respect to any press release of DHAC, which consent shall not unreasonably be withheld or delayed,
except if such disclosure is reasonably viewed as required by any Regulation, in which case the disclosing party shall promptly provide
the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, DHAC shall not publicly disclose
the name, trademark, service mark, symbol, logo (or any abbreviation, contraction or simulation thereof) of, or otherwise refer to, any
Purchaser (including in any filing with the Commission, regulatory agency or Trading Market, including the 8-K filing referenced above)
without the prior consent of the Purchasers (including in any press release, letterhead, public announcement or marketing material),
except, and then only after consulting with such Purchasers, to the extent required to do so under applicable Regulations (including
as required in any registration statement filed with the Commission). None of the Company Parties and their Affiliates shall represent
that any Company Party or any of its Affiliates, any product or service of the Company Parties or their Affiliates, or any know how or
policy or practice of the Company Parties or their Affiliates has been approved or endorsed by any Purchaser Party.


 


(d)            Credit
Report and Other Authorizations. Each Company Party authorizes the Purchaser Parties, their agents and representatives and any credit
reporting agency engaged by any Purchaser Party, to (i) investigate any references given or any other statements or data obtained
from or about the Company Parties for the purpose of the Transaction Documents, (ii) obtain consumer business credit reports on
the Company Parties, (iii) contact personal and business references provided by any Company Parties, at any time now or for so long
as any amounts remains unpaid under the Transaction Documents, and (iv) share information regarding the Company Parties’ performance
under this Agreement with affiliates and unaffiliated third parties.


 


(e)            Credit
Inquiries. Each Company Party hereby authorizes the Purchasers (but it shall have no obligation) to respond to usual and customary
credit inquiries from third parties concerning any Company Party.


 


4.14         Form D;
Blue Sky Filings. DHAC agrees to timely file a Form D with respect to the Securities as required under Regulation D and to provide
a copy thereof, promptly upon request of any Purchaser. DHAC shall take such action as DHAC shall reasonably determine is necessary in
order to obtain an exemption for, or to qualify the Securities for, sale to the Purchasers at the Closing under applicable securities
or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of
any Purchaser.


 






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4.15         Shares
of Common Stock.


 


(a)            DWAC.
DHAC shall ensure that its shares of Common Stock are and remain eligible for the “Deposit and Withdrawal at Custodian” (DWAC)
service of the Deposit Trust Corporation and not subject to any restriction or limitation imposed by or on behalf of the Deposit Trust
Corporation on any of its services or any other restriction or limitation on the use of the services provided by the Deposit Trust Corporation
(DTC chill).


 


(b)            Trading
Markets. The shares of Common Stock are trading, and DHAC believes in good faith that they shall continue to trade uninterrupted,
on any Trading Market (subject to any volume restrictions set forth in the Notes). All of the shares issuable pursuant to the Transaction
Documents (including the Commitment Shares and Warrant Shares) are listed or quoted for trading, and DHAC shall use its best efforts
to ensure that such shares continue to be listed or quoted for trading interrupted, on any Trading Market.


 


ARTICLE V
COLLATERAL AGENT


 


5.1           Appointment.
Each Purchaser hereby irrevocably appoints _____________ to act on its behalf as the Collateral
Agent hereunder and under the other Transaction Documents and authorizes the Collateral Agent to take such actions on its behalf and
to exercise such powers as are delegated to the Collateral Agent by the terms hereof or thereof, together with such actions and powers
as are reasonably incidental thereto. The provisions of this ARTICLE V are solely for the benefit of the Collateral Agent and the
Purchasers, and no Company Party will have any rights as a third-party beneficiary of any of such provisions. It is understood and agreed
that the use of the term “agent” herein or in any other Transaction Documents (or any other similar term) with reference
to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine
of any Applicable Law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative
relationship between contracting parties.


 


5.2           Rights
as a Purchaser. The Person serving as the Collateral Agent hereunder has the same rights and powers in its capacity as an Initial
Purchaser and Purchaser as any other Initial Purchaser and Purchaser and may exercise the same as though it were not the Collateral Agent,
and the terms “Initial Purchaser”, “Initial Purchasers,” “Purchaser” or “Purchasers”
will, unless otherwise expressly indicated or unless the context otherwise requires, include the person serving as the Collateral Agent
hereunder in its individual capacity to the extent such Person is an Initial Purchaser or, as the case may be, Purchaser. Such Person
and its Affiliates may accept payments from, lend money to, own securities of, and generally engage in any kind of business with, the
Company, any Company Party or any other Subsidiaries or Affiliates of the Company as if such Person were not the Collateral Agent hereunder
and without any duty to account therefor to the Purchasers.


 


5.3           Exculpatory
Provisions.


 


(a)           The
Collateral Agent will not have any duties or obligations except those expressly set forth herein and in the other Transaction Documents,
and its duties hereunder are administrative in nature. Without limiting the generality of the foregoing, the Collateral Agent:


 


(i)            will
not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing;


 


(ii)            will
not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly
contemplated hereby or by the other Transaction Documents that the Collateral Agent is required to exercise as directed in writing by
the Required Holders (or such other number or percentage of the Purchasers as will be expressly provided for herein or in the other Transaction
Documents); provided, that the Collateral Agent will not be required to take any action that, in its opinion or the opinion of
its counsel, may expose the Collateral Agent to liability or that is contrary to any Transaction Document or any applicable statutes,
rules, ordinances, regulations guidance documents, contract terms, and other requirements of all applicable governmental authorities,
including any action that may be in violation of the automatic stay under any bankruptcy or insolvency; and


 






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(iii)            will
not, except as expressly set forth herein and in the other Transaction Documents, have any duty to disclose, and will not be liable for
the failure to disclose, any information relating to the Companies or any of its Subsidiaries or Affiliates that is communicated to or
obtained by the Person serving as the Collateral Agent or any of its Affiliates in any capacity.


 


(b)            The
Collateral Agent will not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required
Purchasers (or such other number or percentage of the Purchasers as will be necessary, or as the Collateral Agent believes in good faith
will be necessary, under the circumstances), or (ii) in the absence of its own gross negligence or willful misconduct as determined
by a court of competent jurisdiction by final and nonappealable judgment. The Collateral Agent will be deemed not to have knowledge of
any Event of Default unless and until notice describing such Event of Default is given to the Collateral Agent in writing by the Companies
or a Purchaser.


 


(c)            The
Collateral Agent will not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with this Agreement or any other Transaction Document, (ii) the contents of any certificate, report or
other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of
any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Event of Default,
(iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Transaction Document or any other agreement,
instrument or document or (v) the satisfaction of any condition set forth herein, other than to confirm receipt of items expressly
required to be delivered to the Collateral Agent.


 


5.4           Reliance
by Collateral Agent. The Collateral Agent will be entitled to rely upon, and will not incur any liability for relying upon, any notice,
request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet
website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper
Person. The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made
by the proper Person, and will not incur any liability for relying thereon. In determining compliance with any condition hereunder that
by its terms must be fulfilled to its satisfaction, the Collateral Agent may make such determination in its sole discretion, and in determining
compliance with any condition hereunder that by its terms must be fulfilled to the satisfaction of a Purchaser, the Collateral Agent
may presume that such condition is satisfactory to such Purchaser unless the Collateral Agent has received notice to the contrary from
such Purchaser prior to the issuance of the Notes. The Collateral Agent may consult with legal counsel (who may be counsel for the Companies),
independent accountants and other experts selected by it, and will not be liable for any action taken or not taken by it in accordance
with the advice of any such counsel, accountants or experts.


 


5.5           Delegation
of Duties. The Collateral Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other
Transaction Document by or through any one or more sub-agents appointed by the Collateral Agent. The Collateral Agent and any such sub-agent
may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory provisions
of this Section will apply to any such sub-agent and to the Affiliates of the Collateral Agent and any such sub-agent, and will
apply to their respective activities in connection with the syndication of the facility as well as activities as Collateral Agent. The
Collateral Agent will not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent
jurisdiction determines in a final and nonappealable judgment that the Collateral Agent acted with gross negligence or willful misconduct
in the selection of such sub-agents.


 


5.6           Resignation
of Collateral Agent.


 


(a)            The
Collateral Agent may at any time give notice of its resignation to the Purchasers and the Companies, which notice shall set forth the
effective date of such resignation (the “Resignation Effective Date”), such date not to be earlier than the thirtieth
(30th) day following the date of such notice. The Required Purchasers and the Companies shall mutually agree upon a successor to the
Collateral Agent. If the Required Purchasers and the Companies are unable to so mutually agree and no successor shall have been appointed
within twenty-five (25) days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent
may (but will not be obligated to), on behalf of the Purchasers, appoint a successor Collateral Agent it shall designate (in its reasonable
discretion after consultation with the Companies and the Required Purchasers). Whether or not a successor has been appointed, such resignation
will become effective in accordance with such notice on the Resignation Effective Date.


 






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(b)            With
effect from the Resignation Effective Date (i) the retiring Collateral Agent will be discharged from its duties and obligations
hereunder and under the other Transaction Purchasers under any of the Transaction Documents, the retiring Collateral Agent will continue
to hold such Collateral until such time as a successor Collateral Agent is appointed) and (ii) except for any indemnity payments
owed to the retiring Collateral Agent, all payments, communications and determinations provided to be made by, to or through the Collateral
Agent will instead be made by or to each Purchaser directly, until such time, if any, as the Required Purchasers appoint a successor
Collateral Agent as provided for above. Upon the acceptance of a successor’s appointment as Collateral Agent hereunder, such successor
will succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Collateral Agent (other than
any rights to indemnity payments owed to the retiring Collateral Agent), and the retiring Collateral Agent will be discharged from all
of its duties and obligations hereunder or under the other Transaction Documents. The fees payable by the Company to a successor Collateral
Agent will be the same as those payable to its predecessor unless otherwise agreed between the Companies and such successor. After the
retiring Collateral Agent’s resignation hereunder and under the other Transaction Documents, the provisions of this Article VI
will continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Affiliates in respect
of any actions taken or omitted to be taken by any of them while the retiring Collateral Agent was acting as Collateral Agent.


 


5.7           Non-Reliance
on Collateral Agent and Other Purchasers. Each Purchaser acknowledges that it has, independently and without reliance upon the Collateral
Agent or any other Purchaser or any of their Affiliates and based on such documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this Agreement. Each Purchaser also acknowledges that it will, independently and without
reliance upon the Collateral Agent or any other Purchaser or any of their Affiliates and based on such documents and information as it
will from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement,
any other Transaction Document or any related agreement or any document furnished hereunder or thereunder.


 


5.8           Collateral
Agent May File Proofs of Claim. In case of the pendency of any bankruptcy or insolvency proceeding or any other judicial proceeding
relative to the Company, the Collateral Agent (irrespective of whether the principal of the Notes will then be due and payable as herein
expressed or by declaration or otherwise and irrespective of whether the Collateral Agent has made any demand on the Company) will be
entitled and empowered (but not obligated), by intervention in such proceeding or otherwise:


 


(a)            to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Notes and all other obligations
that are owing and unpaid hereunder or under any other Transaction Document and to file such other documents as may be necessary or advisable
in order to have the claims of the Purchasers and the Collateral Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Purchasers and the Collateral Agent and their respective agents and counsel and all other amounts due
the Purchasers and the Collateral Agent under this Agreement or any other Transaction Document) allowed in such judicial proceeding;
and


 


(b)            to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same.


 


Any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized
by each Purchaser to make any payments of the type described above in this Section 5.8 to the Collateral Agent and, in the
event that the Collateral Agent consents to the making of such payments directly to the Purchasers, to pay to the Collateral Agent any
amount due for the reasonable compensation, expenses, disbursements and advances of the Collateral Agent and its agents and counsel,
and any other amounts due the Collateral Agent under this Agreement or any other Transaction Document.


 






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5.9           Indemnification.
Each Purchaser agrees to indemnify the Collateral Agent and each of its Related Parties (to the extent not reimbursed by the Borrower),
from and against such Purchaser’s aggregate ratable share (based on the principal amount of the Notes held by the Purchasers) of
any and all Losses that may be imposed on, incurred by, or asserted against, the Collateral Agent or any of its Related Parties in any
way relating to or arising out of this Agreement or the other Transaction Documents or any action taken or omitted by the Collateral
Agent under this Agreement or the other Transaction Documents; provided, that no Purchaser shall be liable for any portion of
such Losses resulting from the Collateral Agent’s or such Related Party’s gross negligence or willful misconduct as finally
determined by a court of competent jurisdiction. Without limiting the foregoing, each Purchaser agrees to reimburse the Collateral Agent
and its Related Parties promptly upon demand for its ratable share of any out-of-pocket expenses (including fees, expenses and disbursements
of financial and legal advisors) incurred by the Collateral Agent in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect
of its rights or responsibilities under, this Agreement or the other Transaction Documents, to the extent that the Collateral Agent is
not reimbursed for such expenses by the Company or another Company Party.


 


5.10         Collateral
Matters; Appointment of Collateral Agent under other Transaction Documents.


 


(a)           Without
limiting the provisions of Section 5.8, the Purchasers irrevocably agree as follows:


 


(i)            the
Collateral Agent is authorized, at its option and in its discretion, to release any Lien on any property granted to or held by the Collateral
Agent under any Transaction Document (A) on the date when all obligations have been satisfied in full in cash (other than obligations
under the Warrant and contingent obligations as to which no claims have been asserted), (B) that is sold or otherwise disposed of
or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Transaction
Documents, and


 


(ii)           Upon
request by the Collateral Agent at any time, each Purchaser will confirm in writing the Collateral Agent’s authority to release
or subordinate its interest in particular types or items of Collateral.


 


(b)           The
Collateral Agent will not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the
existence, value or collectability of the Collateral, the existence, priority or perfection of the Collateral Agent’s lien thereon,
or any certificate prepared by any Obligor in connection therewith, nor will the Collateral Agent be responsible or liable to the Purchasers
for any failure to monitor or maintain any portion of the Collateral.


 


(c)           Each
Purchaser hereby appoints the Collateral Agent as its collateral agent under each of the Transaction Documents and agrees that, in so
acting, the Collateral Agent will have all of the rights, protections, exculpations, indemnities and other benefits provided to the Collateral
Agent under this Agreement, and hereby authorizes and directs the Collateral Agent, on behalf of such Purchaser and all Purchasers, without
the necessity of any notice to or further consent from any of the Purchaser, from time to time to (i) take any action with respect
to any collateral or any Transaction Document which may be necessary to perfect and maintain perfected the liens on the collateral granted
pursuant to any such Transaction Document or protect and preserve the Collateral Agent’s ability to enforce the liens or realize
upon the collateral, (ii) act as collateral agent for each Purchaser that is a secured party for purposes of acquiring, holding,
enforcing and perfecting all Liens created by the Transaction Documents and all other purposes stated therein, (iii) enter into
non-disturbance or similar agreements in connection with licensing agreements and arrangements permitted by this Agreement and the other
Transaction Documents and (iv) otherwise to take or refrain from taking any and all action that the Collateral Agent shall deem
necessary or advisable in fulfilling its role as Collateral Agent under any of the Transaction Documents.


 


ARTICLE VI
MISCELLANEOUS


 


6.1           Termination
and Survival. This Agreement may be terminated by each Purchaser, as to the Purchaser’s obligations hereunder only and without
any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the Company and the other
Purchasers, if the Closing has not occurred on or before October 15, 2022. Termination of this Agreement will not affect the right
of any party to sue for any breach by any other party (or parties) prior to such termination. The representations and warranties, covenants
and other provisions hereof shall survive the Closing and the delivery of the Securities. Notwithstanding any termination of any Transaction
Document, the reimbursement and indemnities to which the Purchaser Parties are entitled under the provisions of any Transaction Document
shall continue in full force and effect and shall protect the Purchaser Parties against events arising after such termination as well
as before.


 






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6.2           Fees
and Expenses. Whether or not the transactions contemplated hereby shall be consummated or any Securities shall be purchased, each
Seller agrees to pay promptly to each Purchaser Party, or reimburse each Purchaser Party for, the following:


 


(a)            all
the actual and reasonable costs, fees and expenses of negotiation, preparation, execution and closing
of the Transaction Documents and the purchase and sale of the Securities in connection therewith and the consummation of the other transactions
contemplated hereby to be consummated on or about the Closing Date, including the reasonable fees, expenses and disbursements of counsel
to such Purchaser Party in connection therewith; provided, that such reimbursement obligation shall not exceed $10,000 for the
Collateral Agent and $60,000 for __________________ and its Related Parties, in the aggregate;


 


(b)            all
the costs, fees and expenses of preparation, printing and distribution of any registration statement for the Warrant Shares and Commitment
Shares or of the Transfer Agent (including any fees required for same-day processing of any instruction letter delivered by DHAC and
any exercise notice delivered by any Purchaser Party) and all other costs and expenses (including stamp taxes and other taxes and duties
levied) incurred in connection with the delivery to or exercise by, any Purchaser of any Securities or the Commitment Shares or Warrant
Shares;


 


(c)            all
the actual and reasonable costs, fees and expenses of creating and perfecting Liens in favor of such Purchaser Party, pursuant to any
Transaction Document, including costs associated with any Intellectual Property Security Agreement or Control Agreement, UCC fees, other
filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable fees,
expenses and disbursements of counsel to such Purchaser Party;


 


(d)            all
the actual and reasonable costs, fees and expenses of administration of the Transaction Documents and preparation, execution and closing
of any consents, amendments, waivers or other modifications thereto, including the reasonable fees, expenses and disbursements of counsel
to such Purchaser Party in connection therewith and in connection with any other documents or matters requested by such Company Party
(including through agents, contractors, trustees, representatives and advisors) or otherwise prepared or delivered in connection with
any Transaction Document;


 


(e)            all
the actual and reasonable costs, fees, expenses and disbursements of any auditors, accountants, consultants or appraisers used in connection
with the Transaction Documents;


 


(f)             all
the actual and reasonable costs, fees and expenses (including the reasonable fees, expenses and disbursements of any appraisers, consultants,
advisors and agents employed or retained by such Purchaser Party and its counsel) in connection with the inspection, verification, custody
or preservation of any collateral, to the extent required or permitted under any Transaction Document; and


 


(g)            all
costs, fees and expenses, including reasonable attorneys’ fees (including allocated costs of internal counsel) and costs of settlement,
incurred by any Purchaser in enforcing any obligation owed hereunder of or in collecting any payments due from any Company Party hereunder
or under the other Transaction Documents (including in connection with the sale of, collection from, or other realization upon any collateral
or the enforcement of any guaranty) or in connection with any negotiations, reviews, refinancing or restructuring of the credit arrangements
provided hereunder, including in the nature of a “work out” or pursuant to any insolvency or bankruptcy cases or proceedings.


 


The foregoing shall
be in addition to, and shall not be construed to limit, any other provisions of the Transaction Documents regarding indemnification and
costs and expenses to be paid by the Company Parties.


 






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6.3           Modifications
and Signatures. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed
to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement
hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.
Any modification effected in accordance with accordance with this Section 6.3 shall be binding upon each Purchaser and holder
of Securities and each Seller.


 


(a)            Entire
Agreement. This Agreement and the other Transaction Documents contain and constitute the entire agreement of the parties with respect
to the subject matter hereof and supersede all prior negotiations, agreements, and understandings, whether written or oral, of the parties
hereto, which the parties acknowledge have been merged into such documents.


 


(b)            Amendments.
No amendment, modification or termination of any provision of this Agreement or any other Transaction Document shall be effective without
the written consent of the Company and the Required Purchasers (or such other number of Purchasers as expressly stated in other provisions
of the Transaction Documents); provided, that (i) if any amendment, modification or waiver disproportionately and adversely
impacts a Purchaser (or group of Purchasers), the consent of holders of a majority of the principal amount of the Notes held by such
disproportionately impacted Purchaser (or group of Purchasers) shall also be required and (ii) this clause (b) may only be
modified with the consent of all Purchasers. No waiver or consent shall be effective against any party unless given in writing and then
any such waiver shall then be effective only in the specific instance and for the specific purpose for which it was given. Where the
consent or waiver of the Purchasers generally (and not each Purchaser) is required, it may be given by the Required Purchasers.


 


(c)            Successors
and Assigns. This Agreement shall bind and inure solely to the benefit of the Company Parties, the Purchaser Parties, and their respective
successors and, if permitted, assigns; provided, that the Company Parties may not assign this Agreement or any other Transaction
Document or any rights or obligations hereunder or thereunder without the Purchaser’s prior written consent and any prohibited
assignment shall be absolutely void. Unless otherwise expressly provided in any Transaction Document, the Purchaser may sell, assign,
transfer, negotiate or grant participations in all or any part of, or any interest in, or any right or remedy under, the Securities and
the Transaction Documents without the consent of the Company Parties; provided, that any transferee of the Securities shall agree
in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the
 “Purchaser” (and any attempt to effect such transfer without securing such agreement shall be null and void).


 


(d)            No
Waiver by Course of Dealing. No notice to or demand on any Company Party, whether or not in any Proceeding, pursuant to any
Transaction Document shall entitle any Company Party to any other or further notice (except as specifically required hereunder or under
any other Transaction Document) or demand in similar or other circumstances. The failure by any Purchaser Party at any time or times
to require strict performance by any Company Party of any provision of this Agreement or any of the other Transaction Documents or the
granting of any waiver or indulgence shall not waive, affect or otherwise diminish any right of any Purchaser Party thereafter to demand
strict compliance and performance with such provision, shall not affect or be a waiver under any other provision of any Transaction Document
except as specifically mentioned and shall not constitute a course of dealing by such Purchaser Party at variance with the terms of this
Agreement or any other Transaction Document (and therefore, among other things, shall not require further notice by such Purchaser Party
of its intent to require strict adherence to the terms of such Transaction Document in the future). Any such actions shall not in any
way affect the ability of each Purchaser Party, in its discretion, to exercise any rights available to it under this Agreement, the other
Transaction Documents or under applicable Regulations.


 


(e)            Execution
in Counterparts. This Agreement may be executed in counterparts and by different parties on separate counterparts, each of which,
when executed and delivered, shall be deemed to be an original, and both of which, when taken together, shall constitute but one and
the same Agreement. In proving this Agreement in any judicial proceedings, it shall not be necessary to produce or account for more than
one such counterpart signed by the party against whom such enforcement is sought.


 


(f)            Electronic
Signatures. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement
or any other Transaction Document are intended to authenticate this writing and to have the same force and effect as manual signatures.
Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and
adopted by a party with the intent to sign such record, including facsimile or email electronic signatures. The Borrower expressly agrees
that this Agreement and all other Transaction Documents are “transferable records” as defined in applicable Regulations relating
to electronic transaction and that it may be created, authenticated, stored, transmitted and transferred in a manner consistent with
and permitted by such applicable Regulations.


 






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6.4           Notices.


 


(a)            All
notices, requests, demands, and other communications to either party hereto or given under any Transaction Document shall be in writing
(including electronic mail transmission or similar writing) and shall be given to such party at the physical address or send to the electronic
mailing address set forth in the signature pages hereof or at such other physical address or electronic mailing address as such
party may hereafter specify for the purpose of notice to the Purchasers and the Sellers in accordance with the provisions of this Section 5.4.


 


(b)            Each
such notice, request or other communication shall be effective (i) if given by mail, three (3) Trading Days after such communication
is deposited in the U.S. Mail with first class postage pre-paid, addressed to the noticed party at the address specified herein, (ii) if
by nationally recognized overnight courier, when delivered with receipt acknowledged in writing by the noticed party, (iii) if given
by personal delivery, when duly delivered with receipt acknowledged in writing by the noticed party or (iv) if given by electronic
mail, when delivered (receipt by the sender of a receipt using the “return receipt” function or receipt of a reply email
being presumptive evidence of receipt thereof); provided, that if such electronic mail is not sent prior to the last trading hour
of the principal Trading Market of the Securities on a Trading Day, such electronic mail shall be deemed to have been sent at the opening
of trading on the next Trading Day for such principal Trading Market. Any written notice, request or demand that is not sent in conformity
with the provisions hereof shall nevertheless be effective on the date that such notice, request or demand is actually received by the
individual to whose attention at the noticed party such notice, request or demand is required to be sent.


 


6.5           Set-Off.
In addition to any rights now or hereafter granted under applicable Regulations and not by way of limitation of any such rights, each
Purchaser Party is hereby authorized by the Company Parties at any time or from time to time, without notice or demand to any Company
Party or to any other Person, any such notice or demand being hereby expressly waived, to set off and to appropriate and to apply any
and all deposits (general or special, time or demand, provisional or final, including indebtedness evidenced by certificates of deposit,
whether matured or unmatured, but not including trust accounts) and any other indebtedness or other amounts at any time held or owing
by such Company Party to or for the credit or the account of any Company Party or any of their Related Parties against and on account
of any amounts due by any Company Party or any of their Related Parties to any Purchaser Party under any Transaction Documents (including
from the Purchase Price to be disbursed hereunder), irrespective of whether or not (a) such Purchaser Party shall have made any
demand hereunder or (b) the principal of or the interest on the Notes or any other Obligation shall have become due and payable
and although such obligations and liabilities, or any of them, may be contingent or unmatured. If, as a result of such set off, appropriate
or application, such Purchaser Party receives more than it is owed under any Transaction Document, it shall hold such amounts in trust
for the other Purchaser Parties and transfer such amounts to the other Purchaser Parties ratably according to the amounts they are owed
on the date of receipt.


 


6.6           Governing
Law.


 


(a)            Except
as otherwise expressly provided in any other Transaction Document, this Agreement, the other Transaction Documents and all claims, Proceedings
and matters arising hereunder or thereunder or related hereto or thereto are governed by, and construed and enforced in accordance with,
the laws of the State of Delaware.


 


(b)            Any
Proceeding with respect to any Transaction Document may be brought exclusively in the Delaware courts or the federal courts of the United
States of America in Delaware. Each Company Party (i) accepts for itself and in respect of its property, generally and unconditionally,
the non-exclusive jurisdiction of such courts, (ii) irrevocably waives any objection, including any objection to the laying of venue,
based on the grounds of forum non conveniens or that such jurisdiction is improper or otherwise that such party is not subject
to the jurisdiction of such courts, that it may now or hereafter have to the bringing of any Proceeding in those jurisdictions, (iii) irrevocably
consents to the service of process of any court referred to above in any Proceeding by the mailing of copies of the process to the parties
hereto as provided in Section 6.4 and (iv) agrees that a final judgment in any such Proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Service effected as provided in
this manner will become effective ten (10) calendar days after the mailing of the process. Notwithstanding the foregoing, nothing
contained in any Transaction Document shall affect the right of any Purchaser Party to serve process in any other manner permitted by
applicable Regulations or commence Proceedings or otherwise proceed against any Company Party in any other jurisdiction.


 






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6.7           Severability.
Any provision of any Transaction Document being held illegal, invalid or unenforceable in any jurisdiction shall not affect any part
of such provision not held illegal, invalid or unenforceable, any other provision of any Transaction Document or any part of such provision
in any other jurisdiction, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any
manner adverse to any party. In addition, upon any determination that any such term or other provision is invalid, illegal or incapable
of being enforced, the parties hereto will negotiate in good faith to modify the relevant Transaction Document so as to effect the original
intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled
to the extent possible.


 


6.8           Rescission
and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any
of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document
and such Company Party does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind
or withdraw, in its sole discretion from time to time upon written notice to the Sellers, any relevant notice, demand or election in
whole or in part without prejudice to its future actions and rights; provided, that in the case of a rescission of an exercise
of any Warrant, such Purchaser shall be required to return any shares of Common Stock subject to any such rescinded exercise notice.


 


6.9           Replacement
of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the applicable
Seller shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),
or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to
the applicable Seller of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances
shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.


 


6.10         Remedies.


 


(a)            In
addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each Purchaser (severally
and not jointly) and each Seller will be entitled to specific performance under the Transaction Documents. The parties agree that monetary
damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents
and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at
law would be adequate.


 


(b)            If
any Company Party shall fail to discharge any covenant, duty or obligation hereunder or under any of the other Transaction Documents,
each Purchaser may, in its discretion at any time, for the account and at the expense of the Company Parties jointly and severally, pay
any amount or do any act required of such Company Party hereunder or under any of the other Transaction Documents or otherwise lawfully
requested by any Purchaser (including buying-in Securities in the principal Trading Market of the Securities in case of failure by the
DHAC to deliver Warrant Shares). All costs and expenses incurred by any Purchaser in connection with the taking of any such action shall
be reimbursed to such Purchaser by the affected Company Party on demand with interest at the highest interest rate applicable to amounts
due under the Notes of such Purchaser from the date such payment is made or such costs or expenses are incurred to the date of payment
thereof. Any payment made or other action taken by any Purchaser under this clause (b) shall be without prejudice to
any right to assert, and without waiver of, any breach of any Transaction Document and without prejudice to any Purchaser Party’s
right to proceed thereafter as provided herein or in any of the other Transaction Documents.


 






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(c)            The
remedies provided in this Agreement and all other Transaction Documents shall be cumulative and in addition to all other remedies available
under any Transaction Document, whether at law or in equity (including a decree of specific performance and/or other injunctive relief).


 


(d)            Nothing
in any Transaction Document shall limit the Purchaser Party’s rights to pursue actual and consequential damages for any failure
by any Company Party to comply with the terms of this Agreement or any other Transaction Document.


 


(e)            An
Event of Default will cause irreparable harm to the Purchasers and that the remedy at law for any such breach may be inadequate. Therefore,
in the event of any such Event of Default, the Purchasers shall be entitled, in addition to all other available remedies, to an injunction
restraining any such breach or any such threatened breach, without the necessity of showing economic loss and without any bond or other
security being required.


 


6.11         Marshaling;
Payment Set Aside. No Purchaser Party shall be under any obligation to marshal any property in favor of any Company Party or any
other party or against or in payment of any amount due under any Transaction Document. To the extent that any Company Party makes a payment
or payments to any Purchaser pursuant to any Transaction Document or any Purchaser Party enforces or exercises its rights thereunder,
and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared
to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored
to any Company Party, a trustee, receiver or any other Person under any law (including any bankruptcy law, state or federal law, common
law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be
satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had
not been made or such enforcement or setoff had not occurred.


 


6.12         Usury.
To the extent it may lawfully do so, each Company Party hereby agrees not to insist upon or plead or in any manner whatsoever claim,
and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time
hereafter in force, in connection with any claim, action or proceeding that may be brought by any Purchaser in order to enforce any right
or remedy under any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction Document, it is
expressly agreed and provided that the total liability of each Company Party under the Transaction Documents for payments in the nature
of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”) and, without
limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums
in the nature of interest that any Company Party may be obligated to pay under the Transaction Documents exceed such Maximum Rate. It
is agreed that if the maximum contract rate of interest allowed by law and applicable to the Transaction Documents is increased or decreased
by statute or any official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed by law
will be the Maximum Rate applicable to the Transaction Documents from the effective date thereof forward, unless such application is
precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by any Company Party
to any Purchaser Party with respect to indebtedness evidenced by the Transaction Documents, such excess shall be applied by such Purchaser
Party to the unpaid principal balance of any such indebtedness or be refunded to the applicable Seller, the manner of handling such excess
to be at such Purchaser’s election.


 


6.13         Liquidated
Damages. Any Seller’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents
is a continuing obligation of such Seller and shall not terminate until all unpaid partial liquidated damages and other amounts have
been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts
are due and payable shall have been canceled.


 


6.14         Further
Assurances. The Company Parties agree to take such further actions as each Purchaser shall reasonably request from time to time in
connection herewith to evidence, give effect to or carry out this Agreement and the other Transaction Documents and any of the transactions
contemplated hereby or thereby.


 






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6.15         Interpretation.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents
and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of any Transaction Document. In addition, each and every reference to share prices and shares
of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock
combinations and other similar transactions of the Common Stock that occur after the date of this Agreement. Except as otherwise expressly
provided in any Transaction Document, if the last or appointed day for the taking of any action or the expiration of any right required
or granted under any Transaction Document shall not be a Business Day, then such action may be taken or such right may be exercised on
the next succeeding Business Day. As used in any Transaction Document, references to the singular will include the plural and vice versa
and references to the masculine gender will include the feminine and neuter genders and vice versa, as appropriate. When used in any
Transaction Document, unless otherwise expressly provided in such Transaction Document, (a) the words “hereof,”
 “herein” and “hereunder” and words of similar import refer to such Transaction Document as a whole
and not to any particular provision of such Transaction Document, (b) recital, article, section, subsection, schedule and exhibit
references are references with respect to such Transaction Document unless otherwise specified, (c) any reference to any agreement
shall include a reference to all recitals, appendices, exhibits and schedules to such agreement and, unless the prior written consent
of any party is required hereunder and is not obtained, shall be a reference to such agreement as waived, amended, restated, supplemented
or otherwise modified and (d) any reference to a specific Regulation shall be to such Regulation, as modified from time to time,
together with any successor or replacement Regulation, in each case as in effect at the time of determination. Unless the context otherwise
requires, when used in any Transaction Document, the following terms have the following meaning: (u) “execution,”
 “signed,” “signature” and words of like import shall be deemed to include electronic signatures
and the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually
executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable
Regulation, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act and any other similar state Regulation based on the Uniform Electronic Transactions Act, (v) “incur”
means incur, create, make, issue, assume or otherwise become or remain directly or indirectly liable in respect of or responsible for,
in each case whether directly or indirectly, as primary obligor or guarantor or endorser, and the terms “incurrence”
and “incurred” and similar derivatives shall have correlative meanings, (w) “knowledge” of
the any Company Party means the best knowledge of any officer, director or employee of such Company Party after due inquiry, (x) “including”
means “including, without limitation,” (y) “asset” and “property” have the same
meaning and mean, “collectively, all rights and interests in tangible and intangible assets and properties, whether real, personal
or mixed and including cash, capital stock, revenues, accounts, leasehold interests, contract rights and other rights under Permits and
Contractual Obligations” and (z) “documents” and “documentation” have the same meaning
and mean “collectively, all documents, drafts, instruments, agreements, indentures, certificates, forms, opinions, powers of attorney,
notices, summons, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.”
The headings in this Agreement are included for convenience of reference only and will not affect in any way the meaning or interpretation
of this Agreement. All references in this Agreement or any other Transaction Document to statutes and regulations shall include all amendments
of same and implementing regulations and any successor statutes and regulations; to any instrument or agreement (including any of the
Transaction Documents) shall include any and all modifications and supplements thereto and any and all restatements, extensions or renewals
thereof to the extent such modifications, supplements, restatements, extensions or renewals of any such documents are permitted by the
terms hereof and thereof. An Event of Default shall be deemed to exist at all times during the period commencing on the date that such
Event of Default occurs to the date on which such Event of Default is waived in writing pursuant to the relevant Note or, with respect
to any Default, is cured within any period of cure expressly provided in the relevant Note. Whenever in any provision of any Transaction
Document, any Purchaser is authorized to take or decline to take any action (including making any determination) in the exercise of its
 “discretion,” such provision shall be understood to mean that such Purchaser may take or refrain to take such action
in its sole discretion. References to times of the day in any Transaction Document shall refer to Eastern Time. In the computation of
periods of time from a specified date to a later specified date, the word “from” means “from and including,”
the words “to” and “until” each mean “to but excluding” and the word “through”
means “to and including.” Time is of the essence of this Agreement and the other Transaction Documents. No provision of this
Agreement or any of the other Transaction Documents shall be construed against or interpreted to the disadvantage of any party hereto
by any Governmental Authority by reason of such party having or being deemed to have structured, drafted or dictated such provision “month”
(but not “calendar month”) means each period from a date of determination to the day (including the Closing Date itself)
in the next calendar month numerically-corresponding to such date (provided, that, if such calendar month does not have any such
numerically-corresponding day, such numerically-corresponding day shall be deemed to be the last day of such calendar month).


 






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6.16         Waiver
of Jury Trial and Certain Other Rights.


 


(a)            The
parties hereto hereby irrevocably and unconditionally waive, to the fullest extent permitted by applicable Regulations, any right that
they may have to trial by jury of any claim or cause of action or in any Proceeding, directly or indirectly based upon or arising out
of this Agreement or any Transaction Document (whether based on contract, tort or any other theory). Each party (a) certifies that
no representative, agent, or attorney of any other party has represented, expressly or otherwise, that such other parties would not,
in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties have been induced
to enter into this Agreement and the other Transaction Documents by, among other things, the mutual waivers and certifications in this
section.


 


(b)            Each
Company Party acknowledges and agrees that the foregoing waivers are a material inducement to the Purchasers to enter into and accept
this Agreement. Each Company Party has reviewed the foregoing waivers with its legal counsel and has knowingly and voluntarily waived
its jury trial rights following consultation with such legal counsel. In the event of litigation, this Agreement may be filed as a written
consent to a trial by the court. This Section 6.16 shall not restrict a party from exercising remedies under the UCC or from
exercising pre-judgment remedies under applicable Regulations.


 


[Signature
Pages Follow]


 






    39 


     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.





 





	Digital Health Acquisition Corp.	 	Address for Notice:
	 	 	 	 	 
	By:	/s/ Daniel Sullivan	 	Fax:	 
		Name: Daniel Sullivan	 	 	 
		Title: Chief Financial Officer	 	Email:	 
	 	 	 	 	 
	VSee Lab, Inc.	 	Address for Notice:
	 	 	 	 	 
	By:	/s/ Milton Chen	 	Fax:	 
		Name: Milton Chen	 	 	 
		Title: Chief Executive Officer	 	Email:	 
	 	 	 	 	 
	iDoc Virtual Telehealth Solutions, Inc.	 	Address for Notice:
	 	 	 	 	 
	By:	/s/ Imoigele
    Aisiku	 	Fax:	 
		Name: Imoigele Aisiku	 	 	 
		Title: Chief Executive Officer	 	Email:	 


 


[Signature
Pages for Purchaser Follow]


 






    40 


     


    

 


IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


 





	Name of Purchaser:	 	_________________________
	 	 	 	 
	Signature of Authorized Signatory of Purchaser:	 	By:	/s/ 
	 	 	 	 	Name: 
	 	 	 	 	Title: Managing Member
	 	 	 	 	 
	Address for Notices to Purchaser:	 	 
	 	 	 	 
	Email:	 	 	 
	 	 	 	 
	EIN Number:	 	 	 








 






    41 


     


    

 


SCHEDULE
I


 


PURCHASER


 





	1 - Name of
 Purchaser	 	2 - Initial
 Principal
 Amount
    of Notes	 	 	3 – Subscription
 Amount	 	 	4 – Number of
 Commitment

    Shares	 	 	5 – Number of
 Warrants	 	 	6 – Number of
 Warrant Shares	 
	______________	 	$	2,222,222	 	 	$	2,000,000	 	 	 	30,000	 	 	 	1	 	 	 	173,913	 





 






    42 


     


    

 


SCHEDULE II


 






    43 


     


    

 


EXHIBIT A-1


 


FORM OF
DHAC NOTE


 






    44 


     


    

 


EXHIBIT A-2


 


FORM OF
VSEE NOTE


 






    45 


     


    

 


EXHIBIT A-3


 


FORM OF
iDOC NOTE


 






    46 


     


    

 


EXHIBIT B


 


FORM OF
WARRANT


 






    47 


     


    

 


EXHIBIT C


 


FORM OF
GUARANTY


 






    48 


     


    

 


EXHIBIT D


 


FORM OF
SECURITY AGREEMENT


 






    49 


     


    

 


EXHIBIT E


 


FORM OF
REGISTRATION RIGHTS AGREEMENT


 






    50 


     


    

 


EXHIBIT F


 


FORM OF
LOCK-UP AGREEMENT


 






    51 


     


    

 


EXHIBIT G


 


FORM OF
TRANSFER AGENT INSTRUCTION LETTER


 






    52 


     


    

 


EXHIBIT H


 


FORM OF
LETTER AGREEMENT


 






    53