“ Registrable Securities” means, as of any date of determination, (a) the shares of Common Stock issued or issuable to the Holders pursuant conversion of the Convertible Notes (as defined in the BCA), which Convertible Notes were issued pursuant to the terms and conditions of the BCA and (b) any securities issued or then issuable upon any share split, dividend or other distribution, recapitalization or similar event with respect to the foregoing provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable Securities have been disposed of by the Holder in accordance with such effective Registration Statement, (b) such Registrable Securities have been previously sold in accordance with Rule 144, or (c) such securities become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent and the affected Holders (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such securities were issued or are issuable, were at no time held by any Affiliate of the Company, as reasonably determined by the Company, upon the advice of counsel to the Company. “ Prospectus” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus. “ Plan of Distribution” shall have the meaning set forth in Section 2(a). “ Initial Registration Statement” means the initial Registration Statement filed pursuant to Section 2 of this Agreement. “ Indemnifying Party” shall have the meaning set forth in Section 5(c). “ Indemnified Party” shall have the meaning set forth in Section 5(c). “ Effectiveness Period” shall have the meaning set forth in Section 2(a).
“ Common Stock” means the common stock of the Company, par value $0.0001 per share.
“ Advice” shall have the meaning set forth in Section 6(b). As used in this Agreement, the following terms shall have the following meanings: The Company and each Holder hereby agrees as follows:Ĭapitalized terms used and not otherwise defined herein that are defined in the BCA shall have the meanings given such terms in the BCA. Each of the Holders was issued Registrable Securities further to the BCA. (as may be amended from time to time, the “ BCA”). and iDoc Virtual Telehealth Solutions, Inc.
This Agreement is made pursuant to the Amended and Restated Business Combination Agreement, dated as of August 8, 2022, between the Company, DHAC Merger Sub I, Inc., DHAC Merger Sub II, Inc., VSee Lab, Inc. This Registration Rights Agreement (this “ Agreement”) is made and entered into as of _, _, between Digital Health Acquisition Corp., a Delaware corporation (the “ Company”), and each of the several and the holder(s) of the Company’s securities set forth on the signature pages hereof (each such holder, an “ Holder” and, collectively, the “ Holders”).