Exhibit 10.7


 


Execution version


 


DIGITAL HEALTH ACQUISITION CORP.


 


              ,
2022


 


[Transfer Agent]

[Address]

Attention:


 


Re: VSee Health, Inc.
(f/k/a Digital Health Acquisition Corp.) - Lock-Up Agreement


 


Dear Sirs:


 


This Lock-Up Agreement is
being delivered to you in connection with (a) that certain Securities Purchase Agreement (the “Purchase Agreement”),
dated as of August 9, 2022 by and among VSee Health Inc. (f/k/a Digital Health Acquisition Corp.), a Delaware corporation with offices
located at 980 N. Federal Hwy #304, Boca Raton, FL 33432 (the “Company”), VSee Lab, Inc., a Delaware corporation
with offices located at 3188 Kimlee Drive, Suite 100, San Jose, CA, 95132, iDoc Virtual Telehealth Solutions, Inc., a Texas
corporation, and the investors party thereto (the “Buyers”), with respect to the issuance of (i) senior secured
convertible notes of the Company (the “Notes”), pursuant to which shares of the Company's common stock, $0.0001 par
value per share (the “Common Stock”), may be issued upon conversion thereof, and (ii) warrants to purchase Common
Stock. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.


 


In order to induce the Buyers
to enter into the Purchase Agreement, the undersigned agrees that during the period commencing on the date hereof and ending on the earlier
of the eight month anniversary of the Closing Date or, if earlier, if after the Closing Date the VWAP (as defined in the Notes) of the
Company’s Common Stock exceeds $12.50 (as adjusted for any stock splits, stock dividends, stock combinations recapitalizations and
similar events after the date hereof) for a period twenty (20) consecutive Trading Days (the “Release Triggering Date”),
on the Trading Day immediately following such Release Triggering Date (provided that such period shall be extended by the number of Trading
Days during such period and any extension thereof contemplated by this proviso on which the Registration Statement is not effective or
any prospectus contained therein is not available for use)(the “Lock-Up Period”), the undersigned will not, and will
cause all affiliates (as defined in Rule 144 promulgated under the Securities Act of 1933, as amended) of the undersigned or any
person in privity with the undersigned or any affiliate of the undersigned not to, (i) sell, offer to sell, contract or agree to
sell, hypothecate, pledge, grant any option to purchase, make any short sale or otherwise dispose of or agree to dispose of, directly
or indirectly, any shares of Common Stock or Convertible Securities, or establish or increase a put equivalent position or liquidate or
decrease a call equivalent position within the meaning of Section 16 of the Securities and Exchange Act of 1934, as amended and the
rules and regulations of the Securities and Exchange Commission promulgated thereunder with respect to any shares of Common Stock
or Convertible Securities owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned
has beneficial ownership within the rules and regulations of the Securities and Exchange Commission (collectively, the “Undersigned's
Shares”), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any of the Undersigned's Shares, whether any such transaction described in clause (i) or (ii) above
is to be settled by delivery of shares of Common Stock or other securities, in cash or otherwise, (3) make any demand for or exercise
any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares
of Common Stock or Convertible Securities or (4) publicly disclose the intention to do any of the foregoing.


 






     


     


    

 


The foregoing restriction
is expressly agreed to preclude the undersigned, and any affiliate of the undersigned and any person in privity with the undersigned or
any affiliate of the undersigned, from engaging in any hedging or other transaction which is designed to or which reasonably could be
expected to lead to or result in a sale or disposition of the Undersigned's Shares even if the Undersigned's Shares would be disposed
of by someone other than the undersigned. Such prohibited hedging or other transactions would include, without limitation, any short sale
or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any of the Undersigned's
Shares or with respect to any security that includes, relates to, or derives any significant part of its value from the Undersigned's
Shares.


 


Notwithstanding the foregoing,
the undersigned may transfer the Undersigned’s Shares (i) as a bona fide gift or gifts, provided that the donee or donees thereof
agree to be bound in writing by the restrictions set forth herein; (ii) to any trust for the direct or indirect benefit of the undersigned
or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set
forth herein, and provided further that any such transfer shall not involve a disposition for value. For purposes of this Lock-Up Agreement,
 “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin; or (iii) to
a third party to the extent such transfer is required pursuant to an existing court order. The undersigned now has, and, except as contemplated
by clauses (i) and (ii) above, for the duration of this Lock-Up Agreement will have, good and marketable title to the Undersigned’s
Shares, free and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry of stop
transfer instructions with the Company's transfer agent (the “Transfer Agent”) and registrar against the transfer of
the Undersigned's Shares except in compliance with the foregoing restrictions.


 


In order to enforce this covenant,
the Company shall impose irrevocable stop-transfer instructions preventing the Transfer Agent from effecting any actions in violation
of this Lock-Up Agreement.


 


The undersigned acknowledges
that the execution, delivery and performance of this Lock-Up Agreement is a material inducement to each Buyer to complete the transactions
contemplated by the Purchase Agreement and that the Company shall be entitled to specific performance of the undersigned's obligations
hereunder. The undersigned hereby represents that the undersigned has the power and authority to execute, deliver and perform this Lock-Up
Agreement, that the undersigned has received adequate consideration therefor and that the undersigned will indirectly benefit from the
closing of the transactions contemplated by the Purchase Agreement.


 


The undersigned understands
and agrees that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned's heirs, legal representatives, successors,
and assigns.


 






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This Lock-Up Agreement is
intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor
may any provision hereof be enforced by, any other person other than [TRANSFER AGENT].


 


This Lock-Up Agreement may
be executed in two counterparts, each of which shall be deemed an original but both of which shall be considered one and the same instrument.


 


This Lock-Up Agreement will
be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflicting
provision or rule (whether of the State of New York, or any other jurisdiction) that would cause the laws of any jurisdiction other
than the State of New York to be applied. In furtherance of the foregoing, the internal laws of the State of New York will control the
interpretation and construction of this Lock-Up Agreement, even if under such jurisdiction's choice of law or conflict of law analysis,
the substantive law of some other jurisdiction would ordinarily apply.


 


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	 	Very truly yours,
	 	 
		[SHAREHOLDERS]



 


		By:

                                                      
	

                                                                                

	 	 	Name:
	 	 	Title:






	 	 	Address:	 



 





	Agreed to and Acknowledged:	 
	 	 
	VSEE HEALTH, INC.
(F/K/A DIGITAL HEALTH ACQUISITION CORP.)
	 
	 	 	 
	By:

                                                      
	

                                                                                
	 
	 	Name:	 	 
	 	Title:	Chief Financial Officer	 


 






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