Exhibit 10.1


 


PROPOSED AMENDMENT

TO THE

INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Amendment No. 1
(this “Amendment”), dated as of October 26, 2022, to the Investment Management Trust Agreement (as defined below)
is made by and between Digital Health Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust
Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in
the Trust Agreement.


 


WHEREAS, the Company and the
Trustee entered into an Investment Management Trust Agreement dated as of November 3, 2021 (the “Trust Agreement”);


 


WHEREAS, Section 1(i) of
the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein;


 


WHEREAS, at an special meeting
of the Company held on October 20, 2022, the Company’s stockholders approved (i) a proposal to amend the Company’s
amended and restated certificate of incorporation (the “A&R COI”) extending the date by which the Company has to consummate
a business combination from November 8, 2022 to February 8, 2023 and giving the Company the right to further extend such date
by which it has to consummate a business combination three (3) times for additional three (3) months each time, from February 8,
2023 to November 8, 2023 (i.e., for a period of time ending 24 months from the consummation of its initial public offering); and
(ii) a proposal to amend the Trust Agreement requiring the Company to, if applicable, deposit $350,000 for each three-month extension
from November 8, 2022, subject to the terms and conditions of the A&R COI, as amended, and the Trust Agreement, and updating
related defined terms; and


 


NOW THEREFORE, IT IS AGREED:


 


		1.	Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:



 


“(i) Commence liquidation
of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company
(“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B,
as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, Vice President, Secretary
or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and complete
the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the
Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses in the case
of a Termination Letter in the form of Exhibit B hereto), only as directed in the Termination Letter and the other documents referred
to therein, or (y) upon the date which is, the later of (1) 15 months after the closing of the Offering, or up to 24 months
after the closing of the Offering if the Company were to exercise the 3 three-month extensions described in the Company’s amended
and restated certificate of incorporation (as amended, the “Amended and Restated Certificate of Incorporation”), and (2) such
later date as may be approved by the Company’s stockholders in accordance with the Company’s Amended and Restated Certificate
of Incorporation if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall
be liquidated in accordance with the procedures set forth in the form of letter attached hereto as Exhibit B and the Property in
the Trust Account, including interest not previously released to the Company to pay its taxes (less up to $100,000 of interest that may
be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date; provided,
however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the
Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified in clause (y) of
this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been
distributed to the Public Stockholders;”


 






    


    


    

 


		2.	A new Section 1(m) shall be added as follows:



  


“(m) Upon receipt of an extension
letter (“Extension Letter”) substantially similar to Exhibit E hereto at least five business days prior to the application
termination date (as may be extended in accordance with Section 1(i), signed on behalf of the Company by an executive officer, and
receipt of the dollar amount specified in the Extension Letter on or prior to such termination date (if and as applicable), to follow
the instructions set forth in the Extension Letter.”


 


		3.	The following defined terms in the Trust Agreement shall be amended and restated in their entirety:



 


“Deferred Discount”
shall mean pursuant to the Underwriting Agreement, up to $3,800,000, or $4,370,000 if the Underwriter’s over-allotment option is
exercised in full, attributable to a business combination fee that will be payable by the Company in accordance with the Underwriting
Agreement to the Underwriter upon and concurrently with the consummation of the Business Combination (as defined below).


 


“Trust Agreement”
shall mean that certain Investment Management Trust Agreement dated November 3, 2021 between Digital Health Acquisition Corp. and
Continental Stock Transfer & Trust Company, as amended by the First Amendment to Investment Management Trust Agreement dated
October 26, 2022.”


 


“Underwriting Agreement”
shall mean that certain Underwriting Agreement dated November 3, 2021 between Digital Health Acquisition Corp. and A.G.P./Alliance
Global Partners, as amended from time to time.”


 


		4.	The term “Property” shall be deemed to include any Extension Fee paid to the Trust Account
in accordance with the terms of the Amended and Restated Certificate of Incorporation and the Trust Agreement.



 


		5.	A new Exhibit E of the Trust Agreement is hereby added as follows:



 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, N.Y. 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re:         Trust
Account — Extension Letter


 


Gentlemen:


 


Pursuant to paragraphs
1(j) and 1(m) of the Investment Management Trust Agreement between Digital Health Acquisition Corp. (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of November 3, 2021, as amended by the
First Amendment dated [      ], 2022 (“Trust Agreement”), this is to advise you that the
Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional [three
(3)] months, from                to               (the “Extension”). Capitalized words used herein and not otherwise defined
shall have the meanings ascribed to them in the Trust Agreement.


 


This Extension
Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline.


 






    


    


    

 


[IF APPLICABLE:
In accordance with the terms of the Trust Agreement, we hereby authorize you to deposit the Extension Fee, which will be wired to you,
into the Trust Account investments upon receipt.]


 


	 	Very truly yours,
	 	DIGITAL HEALTH ACQUISITION CORP.
	 	By:
	 	Name:
	 	Title: 



 


cc: A.G.P./Alliance Global Partners


 


		6.	All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.



 


		7.	This Amendment may be signed in any number of counterparts, each of which shall be an original and all
of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the
same instrument. A facsimile signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment.



 


		8.	This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust
Agreement as required by Section 6(c) and Section 6(d) of the Trust Agreement, and every defect in fulfilling such
requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties
hereto.



 


		9.	This Amendment shall be governed by and construed and enforced in accordance with the laws of the State
of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another
jurisdiction.



 


[signature page follows]


 






    


    


    

 


IN WITNESS WHEREOF, the parties
have duly executed this First Amendment to the Investment Management Trust Agreement as of the date first written above.


 


	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 
	 
	 	By:	/s/
Francis Wolf	 
	 	Name:	Francis Wolf	 
	 	Title:	Vice President	 



 


 


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