Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement

In a private placement transaction, on September 30, 2024, VSee Health, Inc. (the "Company") entered into a securities purchase agreement (the "SPA") with an institutional investor (the "Investor"). Pursuant to the SPA, the Company agreed to issue the Investor senior secured convertible notes in the aggregate original principal amount of $2,222,222.22 (the "Note"), and also issue to the Investor (i) warrants with an exercise period of five years to purchase up to 740,741 shares of Company common stock, par value $0.0001 per share ("Common Stock"), at an exercise price of $2.25 per share (the "Warrants"), and (ii) 100,000 shares of Company common stock as "commitment shares" to the Investor.

The Company is the issuer of the Note, and its respective subsidiaries will guaranty the obligations under the Note pursuant to a Guaranty, dated September 30, 2024 (the "Guaranty"). The Note will be fully secured by collateral of the Company and its subsidiaries. The security interest in favor of the Investor, as collateral agent, will cover substantially all assets of the Company including, without limitation, the intellectual property, trademark, and patent rights of the Company. The parties entered into a Security Agreement (the "Security Agreement") and certain intellectual property security agreements granting such security interest in favor of the Investor.

Form of Note. In connection with the SPA, the Company issued to the Investor the Note on September 30, 2024, which bears an interest rate of 10% per annum and is due and payable on March 30, 2026. The Note may not be converted by the Investor into shares of common stock if such conversion would result in the Investor and its affiliates owning in excess of 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of all shares issuable upon conversion of the Note. The Note provides for certain events of default that are typical for a transaction of this type, including, among other things, any breach of the representations or warranties made by the Company or its subsidiaries. In connection with any event of default that results in the acceleration of payment of the Note and while it is continuing, the interest rate on the Note shall accrue at an interest rate equal to the lesser of 24% per annum or the maximum rate permitted under applicable law.

Form of Warrant. In connection with the SPA, the Company issued to the Investor an aggregate of 740,741 Warrants exercisable over a period of five years for shares of Common Stock at an exercise price equal to $2.25 per share.

Registration Rights Agreement. In connection with the SPA, the Company entered into a Registration Rights Agreement with the Investor, dated September 30, 2024 (the "RRA"). The RRA provides that the Company will file a registration statement to register the shares of Common Stock underlying the Note, the Warrants and the commitment shares.

Lock-Up Agreement. In connection with the SPA, the directors and officers of the Company each entered into a lock-up agreement (the "Lock-Up Agreement"), pursuant to which each agreed to, from the date of the Lock-Up Agreement until the Note under the SPA is no longer outstanding, subject to certain customary exceptions, not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of, 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 Exchange Act of 1934, as amended with respect to any shares of Common Stock of the Company or securities convertible, exchangeable or exercisable into, shares of Common Stock of the Company beneficially owned, held or hereafter acquired by the person signing the Lock-Up Agreement.