Form 8-K

8-K — VSEE HEALTH, INC.

Accession: 0001185185-26-002823

Filed: 2026-07-07

Period: 2026-06-18

CIK: 0001864531

SIC: 8000 (SERVICES-HEALTH SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — vsee8k070226.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (vseeex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (vseeex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (vseeex10-3.htm)

EX-10.4 — EXHIBIT 10.4 (vseeex10-4.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: vsee8k070226.htm · Sequence: 1

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0001864531

2026-06-18

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VSEE:CommonStock0.0001ParValuePerShareMember

2026-06-18

0001864531

VSEE:WarrantsWhichEntitlesHolderToPurchaseOne1ShareOfCommonStockAtPriceOf11.50PerWholeShareMember

2026-06-18

iso4217:USD

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xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 7, 2026 (June 18, 2026)

VSEE HEALTH,

INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41015

86-2970927

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

980 N Federal Hwy #304

Boca Raton, Florida

33432

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (561) 672-7068

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading Symbol

Name of each exchange on

which registered

Common Stock, $0.0001 par value per share

VSEE

The Nasdaq Stock Market LLC

Warrants, which entitles the holder to purchase one (1) share of common stock at a price of $11.50 per whole share

VSEEW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

ClearThink Convertible Note Financing

On June 22, 2026, VSee Health, Inc., a Delaware

corporation (the “Company”) entered into a securities purchase agreement (the “ClearThink SPA”) with an institutional

investor (“ClearThink”). Pursuant to the ClearThink SPA, the Company issued to ClearThink an unsecured convertible note in

the aggregate principal amount of $280,000 (including the original issue discount of $30,000) (the “ClearThink Note”). The

ClearThink Note is subject to a one-time interest charge of ten percent (10%) that was applied on the issuance date to the principal balance

of the ClearThink Note. The ClearThink Note is due and payable on June 22, 2027. The Company has the right to accelerate payments or prepay

the ClearThink Note in full at any time with no prepayment penalty. The ClearThink Note is convertible into shares of the Company’s

common stock, par value $0.0001 per share (the “common stock”), at any time following the date which is one hundred eighty

(180) days following the date of its issuance, except where such conversion would result in beneficial ownership by ClearThink and its

affiliates of more than 4.99% of the outstanding shares of common stock of the Company. Such beneficial ownership limitation may not be

waived by ClearThink. The conversion price of the ClearThink Note is equal to eighty-five percent (85%) of the lowest closing price of

the Company’s common stock over the ten (10) trading days prior to the date a notice of conversion is submitted in writing to the

Company and has a fixed floor price of $0.01. Additionally, if the Company issues any security with any term more favorable to ClearThink

or with a term in favor of the holder of such security that was not similarly provided to ClearThink in connection with the ClearThink

SPA and related ClearThink Note, then ClearThink shall have the option to amend the transaction documents so that such favorable term

shall become part of the transaction documents with ClearThink.

The foregoing descriptions of the ClearThink SPA

and ClearThink Note do not purport to be complete and are qualified in their entirety by reference to the ClearThink SPA and ClearThinkNote,

which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Vanquish Convertible Note Financing

On June 18, 2026, the Company entered into a securities

purchase agreement (the “Vanquish SPA”) with an institutional investor (“Vanquish”). Pursuant to the Vanquish

SPA, the Company issued to Vanquish an unsecured convertible note in the aggregate principal amount of $295,550 (including the original

issue discount of $38,550) (the “Vanquish Note”). The Vanquish Note is subject to a one-time interest charge of twelve percent

(12%) that was applied on the issuance date to the principal balance of the Vanquish Note. The Vanquish Note is due and payable on April

15, 2027. The Company has the right to accelerate payments or prepay the Vanquish Note in an amount of cash equal to a certain percentage

of the then outstanding principal amount of the Vanquish Note plus any accrued and unpaid interest on the unpaid amount of the Vanquish

Note, which will be based on the date of the prepayment of the Vanquish Note. The Vanquish Note is convertible into shares of the Company’s

common stock at any time following the last of the following to occur (i) the date which is one hundred eighty (180) days following the

date of its issuance; and (ii) the occurrence of an Event of Default (as defined in the Vanquish Note), except where such conversion would

result in beneficial ownership by Vanquish and its affiliates of more than 4.99% of the outstanding shares of common stock of the Company.

Such beneficial ownership limitation may not be waived by Vanquish. The conversion price of the Vanquish Note is equal to seventy-five

percent (75%) of the lowest closing bid price of the Company’s common stock as reported by Bloomberg over the ten (10) trading days

prior to the date a notice of conversion is submitted in writing to the Company. The Conversion Price will not be adjusted by a reverse

stock split of the Company’s common stock.

The foregoing descriptions of the Vanquish SPA

and Vanquish Note do not purport to be complete and are qualified in their entirety by reference to the Vanquish SPA and Vanquish Note,

which are filed as Exhibits 10.3 and 10.4 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this

Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this

Current Report on Form 8-K is incorporated herein by reference into this Item 3.02.

The ClearThink Note and Vanquish Note, including

the shares of common stock issuable upon conversion thereof, will be issued in transactions exempt from registration under Section 4(a)(2)

of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder,

because the offer and sale of such securities do not involve a “public offering” as defined in Section 4(a)(2) of the Securities

Act, and other applicable requirements were met. Neither this Current Report on Form 8-K nor any of the exhibits attached hereto

is an offer to sell or the solicitation of an offer to buy the shares of common stock or any other securities of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1

Securities Purchase Agreement, dated as of June 22, 2026, by and between VSee Health, Inc. and an institutional investor.

10.2

Unsecured Convertible Note, dated as of June 22, 2026.

10.3

Securities Purchase Agreement, dated as of June 18, 2026, by and between VSee Health, Inc. and an institutional investor.

10.4

Unsecured Convertible Note, dated June 18, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto

duly authorized.

Dated: July 7, 2026

VSEE HEALTH, INC.

By:

/s/ Imoigele Aisiku

Name:

Imoigele Aisiku

Title:

Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: vseeex10-1.htm · Sequence: 2

Exhibit

10.1

SECURITIES

PURCHASE AGREEMENT

This

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 17, 2026, by and between VSee Health, Inc.,

a Delaware corporation, with its address at 980 N. Federal Hwu, Suite 304, Boca Raton, FL 33432 (the “Company”), and ClearThink

Capital Partners, LLC, a Delaware limited liability company, with its address at 210 West 77ill Street, #7W,New York, NY 10024 (the

“Buyer”).

WHEREAS:

The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded

by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the

Securities Act of 1933, as amended (the “1933 Act”); and

Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a promissory

note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $280,000.00 (including $30,000.00

of original issue discount) (the “Note”).

NOW

THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

Purchase and Sale of the Securities.

Purchase of the Securities. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer

agrees to purchase from the Company the Securities as is set forth immediately below the Buyer’s name on the signature pages hereto.

Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price of $250,000.00 for the Securities

be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available

funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Securities,

and (ii) the Company shall deliver such duly executed Note on behalf of the Company against delivery of such Purchase Price.

Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below,

the date and time of the issuance and sale of the Securities pursuant to this Agreement (the “Closing Date”) shall be on

or about June 17, 2026, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the

“Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

Investment Purpose. As of the date hereof, the Buyer is purchasing the Note and the Common shares of the Company, par value $0.0001per

share (the “Shares”) issuable upon conversion of or otherwise pursuant to the Note (such Shares being collectively referred

to herein as the “Conversion Shares” and, collectively with the Note, the “Securities”) for its own account and

not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration

under the 1933 Act.

Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule S0l(a) of Regulation

D (an “Accredited Investor”).

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions

from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth

and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings

of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the

Securities.

Information. The Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information

unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer.

Legends. The Buyer understands that the Securities have not been registered under the 1933 Act; and may bear a restrictive legend

in substantially the following form:

“THE

SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES

ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS

(1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2)

THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE BUYER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY

ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED

WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.”

The

legend set forth above shall be removed and the Company shall issue such Securities without such legend to the Buyer of such Securities

upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale

under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration

without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such Buyer provides

the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to

the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be

accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented

by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In

the event that the Company does not reasonably accept the opinion of counsel that properly conforms to applicable securities laws provided

by the Buyer with respect to the transfer of any Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline,

it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered

on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its

terms.

Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized,

validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate

and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated

and conducted. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which

the Company owns, directly or indirectly, any equity or other ownership interest.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement,

the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms

hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by the Company and the consummation by it of the transactions

contemplated hereby and thereby (including without limitation, the issuance of the Note has been duly authorized by the Company’s

Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii)

this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative

is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith

and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each

of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance

with its terms.

Capitalization. As of the date hereof, the authorized shares of the Company consists of 100,000,000 authorized Shares, of which

47,299,421 shares are issued and outstanding. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized,

validly issued, fully paid and non-assessable.

Issuance of Shares. The Securities are duly authorized and reserved for issuance in accordance with its respective terms, will

be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof

and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability

upon the Buyer thereof.

No Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company

of the transactions contemplated hereby and thereby will not (i) conflict with or result in a violation of any provision of the Certificate

of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or

an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment,

acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries

is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities

laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable

to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected

(except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually

or in the aggregate, have a Material Adverse Effect). The businesses of the Company and its Subsidiaries, if any, are not being conducted,

and shall not be conducted so long as the Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any governmental

entity. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition

or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements

or instruments to be entered into in connection herewith.

SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required

to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934

Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules

thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein

as the “SEC Documents”). Upon written request the Company will deliver to the Buyer true and complete copies of the SEC Documents,

except for such exhibits and incorporated documents. As of their respective dates or if amended, as of the dates of the amendments, the

SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated

thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, 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 light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents

is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in

subsequent filings prior the date hereof). As of their respective dates or if amended, as of the dates of the amendments, the financial

statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements

and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with

United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material

respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated

results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end

audit adjustments). The Company is subject to the reporting requirements of the 1934 Act.

Absence of Certain Changes. Since December 31, 2025, except as set forth in the SEC Documents, there has been no material adverse

change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results

of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.

Absence of Litigation. Except as set forth in the SEC Documents, there is no action, suit, claim, proceeding, inquiry or investigation

before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company

or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in

their capacity as such, that could have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances

which might give rise to any of the foregoing.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly

or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require

registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not

be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval

provisions applicable to the Company or its securities.

No Brokers. Except for Spartan Capital Securities LLC, a registered broker-dealer (CRD#: 146251) (the “Placement Agent”),

the Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction fees or similar

payments relating to this Agreement or the transactions contemplated hereby.

No Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement

will not be an “investment company’’ required to be registered under the Investment Company Act of 1940 (an “Investment

Company’’). The Company is not controlled by an Investment Company.

Breach of Representations and Warranties by the Company. If the Company breaches any of the material representations or warranties

set forth in this Section 3 which is continuing after the applicable cure period as set forth in the Note, if any, and in addition to

any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under Section 4.4 of

the Note.

COVENANTS.

Best Efforts. The Company shall use its reasonable commercial efforts to satisfy timely each of the conditions described in Section

7 of this Agreement.

Use of Proceeds. The Company shall use the proceeds for general working capital purposes.

Expenses. At the Closing, the Company’s obligation with respect to the transactions contemplated by this Agreement is to

reimburse Buyer’s expenses of $5,000.00 for Buyer’s legal fees and $5,000.00 of Buyer’s due diligence fees, as well

as to pay Company’s expenses of$25,000.00 to the Placement Agent.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall

not sell all or substantially all of the Company’s assets, except with the prior written consent of the Buyer.

Breach of Covenants. If the Company breaches any of the material covenants set forth in this Section 4, and in addition to any

other remedies available to the Buyer pursuant to this Agreement which is continuing after the applicable cure period as set forth in

the Note, it will be considered an event of default under Section 3.3 of the Note.

Failure to Comply with the 1934 Act. So long as the Buyer beneficially owns the Note, the Company shall comply with the reporting

requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of the 1934 Act.

The Buyer is Not a “Dealer’’. The Buyer and the Company hereby acknowledge and agree that the Buyer has not:

(i) acted as an underwriter; (ii) acted as a market maker or specialist; (iii) acted as “de facto” market maker; or (iv)

conducted any other professional market activities such as providing investment advice, extending credit and lending securities in connection;

and thus that the Buyer is not a “Dealer” as such term is defined in the 1934 Act.

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered

in the name of the Buyer or its nominee, for the shares underlying any conversion of the Note upon default of the Note (the “Conversion

Shares”) in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with

the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its

transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent

Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserve

Shares in the Reserved Amount as such term is defined in the Note) signed by the successor transfer agent to Company and the Company.

Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to

an exemption from registration, all such certificates shall bear the restrictive legend specified in Section 2(e) of this Agreement.

The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, will

be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records

of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer

or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate

for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note

and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders

its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate

for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and/or

this Agreement. If the Buyer provides the Company and the Company’s transfer, at the cost of the Buyer, with an opinion of counsel

in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such

Securities may be made without registration under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion

Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such

denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable

harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges

that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or

threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available

remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and

without any bond or other security being required.

Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Securities

to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto,

provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

The Buyer shall have executed this Agreement and delivered the same to the Company.

The Buyer shall have delivered the Purchase Price in accordance with Section l(b) above.

The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of

the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer

shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this

Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.

No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated

or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority

over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Securities at the

Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions

are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

The Company shall have executed this Agreement and delivered the same to the Buyer.

The Company shall have delivered to the Buyer the duly executed Note, in accordance with Section l(b) above.

The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged

in writing by the Company’s Transfer Agent.

The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as

of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the

Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required

by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received

a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing

effect and as to such other matters as may be reasonably requested by the Buyer including, but not limited to certificates with respect

to the Board of Directors’ resolutions relating to the transactions contemplated hereby.

No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated

or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority

over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited

to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.

Governing Law; Miscellaneous.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without

regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated

by this Agreement shall be brought only in the state or federal courts located in the State of Delaware. The parties to this Agreement

hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense

based on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Buyer waive trial by jury. The Buyer

shall be entitled to recover from the Company its reasonable attorney’s fees and costs. In the event that any provision of this

Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of

law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform

with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity

or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents

to process being served in any suit, action or proceeding in connection with this Agreement, the Note or any related document or agreement

by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address

in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process

and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted

by law.

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of

which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered

to the other party.

Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation

of, this Agreement.

Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule

of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to

conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect

the validity or enforceability of any other provision hereof.

Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties

with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor

the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may

be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.

Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be

in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified,

return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted

by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most

recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a)

upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address

or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the

first business day following such delivery (if delivered other than on a business day during normal business hours where such notice

is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed

to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be

as set forth in the heading of this Agreement. Each party shall provide notice to the other party of any change in address.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and

assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written

consent of the other. Notwithstanding the foregoing, the Buyer may assign its rights hereunder to any person that purchases Securities

in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without

the consent of the Company.

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall

survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees

to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result

of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this

Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and

shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request

in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated

hereby.

No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express

their mutual intent, and no rules of strict construction will be applied against any party.

Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by

vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law

for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by

the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law

or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any

breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss

and without any bond or other security being required.

[THE

REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

VSee

Health, Inc.

By:

/s/

Imoigele Aisiku

Name:

Imoigele Aisiku

Title: Chief

Executive Officer

CLEARTHINK

CAPITAL PARTNERS, LLC

By:

/s/ Brian Loper

Name:

Brian Loper

Title:

Authorized Signatory

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: vseeex10-2.htm · Sequence: 3

Exhibit 10.2

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED

BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES

MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES

UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY

ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

THE ISSUE PRICE OF THIS

NOTE IS $275,000.00

THE ORIGINAL ISSUE DISCOUNT IS $25,000.00

Principal Amount: $280,000.00

Purchase Price: $250,000.00

Issue Date: June 22, 2026

PROMISSORY NOTE

FOR VALUE RECEIVED,

VSee Health, Inc., a Delaware corporation (hereinafter called the “Borrower”), hereby promises to pay to the order

of ClearThink Capital Partners, LLC a Delaware Limited Liability Company with its address at 210 West 77th Street, 7W,

New York, New York 10024 or registered assigns (the “Holder”) the sum of $280,000.00 together with any interest as

set forth herein, on June 22, 2027 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof

from the date hereof (the “Issue Date”) as set forth herein. This Note may not be prepaid in whole or in part except as otherwise

explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate

of eighteen percent (18%) per annum from the due date thereof until the same is paid (“Default Interest”). All payments due

hereunder (to the extent not converted into common stock, $0.0001 par value per share (the “Common Stock”) in accordance with

the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder

shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Each capitalized term used

herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date

hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).

This Note is free from all

taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar

rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

The following terms shall

apply to this Note:

Article

I. GENERAL TERMS

1.1 Interest.

A one-time interest charge of ten percent (10%) (the “Interest Rate”) shall be applied on the Issuance Date to the

Principal ($280,000.00 *.12 = $33,600.00). Interest hereunder shall be paid as set forth herein to the Holder or its assignee in

whose name this Note is registered on the records of the Company regarding registration and transfers of Notes in cash or, in the Event

of Default, at the Option of the Holder, converted into share of Common Stock as set forth herein.

1.2 Mandatory

Monthly Payments. Accrued, unpaid Interest and outstanding principal, subject to adjustment, shall be paid in seven (7) payments each

in the amount of $44,800 (a total payback to the Holder of $313,600). The first payment shall be due December 22, 2026

with six (6) subsequent payments each month thereafter of $43,000 per month and any remaining balance due at the Maturity Date.

The Company shall have a five (5) day grace period with respect to each payment; provided; however, that, if the expiration of the grace

period falls on a Saturday, Sunday or Monday that is a U.S. Federal holiday, such grace period shall expire on the Friday prior. The Company

has right to accelerate payments or prepay in full at any time with no prepayment penalty. All payments shall be made by bank wire transfer

to the Holder’s wire instructions, attached hereto as Exhibit A. For the avoidance of doubt, a missed payment shall be considered

an Event of Default. If a monthly payment is missed, then the current outstanding balance due becomes convertible in order to satisfy

default.

1.3 Security.

This Note shall not be secured by any collateral or any assets pledged to the Holder.

Article

II. CERTAIN COVENANTS

2.1 Sale

of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written

consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent

to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.

Article

III. EVENTS OF DEFAULT

If any of the following events

of default (each, an “Event of Default”) shall occur:

3.1 Failure

to Pay Principal and Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at

maturity, upon acceleration or otherwise and such breach continues for a period of ten (10) days after written notice from the Holder.

If the December 22, 2026 payment is not made, then the Holder has the right to convert the entire Note. If the Holder converts at least

the owed monthly payment into common shares, then there is no default.

3.2 Breach

of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and any collateral

documents including but not limited to the Purchase Agreement and such breach continues for a period of twenty (20) days after written

notice thereof to the Borrower from the Holder.

3.3 Breach

of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate

given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or

misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect

on the rights of the Holder with respect to this Note or the Purchase Agreement.

3.4 Receiver

or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or

consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or

trustee shall otherwise be appointed.

3.5 Bankruptcy.

Bankruptcy, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy

law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

3.6 Delisting

of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTC (which specifically

includes the quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, the Nasdaq National Market,

the Nasdaq SmallCap Market, the New York Stock Exchange, or the American Stock Exchange.

3.7 Failure

to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or the

Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

3.8 Liquidation.

Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

3.9 Cessation

of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such

debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern”

shall not be an admission that the Borrower cannot pay its debts as they become due.

3.10 Financial

Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC at any time after 180 days after

the Issuance Date for any date or period until this Note is no longer outstanding, if the result of such restatement would, by comparison

to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note

or the Purchase Agreement.

3.11 Replacement

of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior

to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant

to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount)

signed by the successor transfer agent to Borrower and the Borrower.

3.12 Cross-Default.

Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the

Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice

and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the Other Agreements, in which

event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder under the terms of this Note

and the Other Agreements by reason of a default under said Other Agreement or hereunder. “Other Agreements” means, collectively,

all agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) the initial Holder and any affiliate

of the initial Holder, including, without limitation, promissory notes; provided, however, the term “Other Agreements” shall

not include the related or companion documents to this Note. Each of the loan transactions will be cross-defaulted with each other loan

transaction and with all other existing and future debt of Borrower to the Holder.

Upon the occurrence and during the continuation

of any Event of Default, the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction

of its obligations hereunder, an amount equal to 120% times the sum of (w) the then outstanding principal amount of this

Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the “Mandatory

Prepayment Date”) plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z)

any amounts owed to the Holder pursuant to Article IV hereof (the then outstanding principal amount of this Note to the date of payment

plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the “Default Amount”) and all

other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby

are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall

be entitled to exercise all other rights and remedies available at law or in equity.

If the Borrower fails to pay the Default Amount

within ten (10) business days of written notice that such amount is due and payable, then the Holder shall have the right at any time,

to convert the balance owed pursuant to the note including the Default Amount into shares of common stock of the Company as set forth

herein.

Article

IV. CONVERSION RIGHTS

4.1 Conversion

Right. At any time following the date which is one hundred eighty (180) days following the date hereof, the Holder shall have the

right, to convert all or any part of the outstanding and unpaid amount of this Note into fully paid and non-assessable shares of Common

Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such

Common Stock shall hereafter be changed or reclassified at the conversion price determined as provided herein (a “Conversion”);

provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion

of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates

(other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes

or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous

to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this

Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its

affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence,

beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The beneficial ownership

limitations on conversion as set forth in the section may NOT be waived by the Holder. The number of shares of Common Stock to be

issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion

Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit B (the “Notice of

Conversion”), delivered to the Borrower by the Holder in accordance with Section 4.4 below; provided that the Notice of Conversion

is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before

6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”); however, if the Notice of Conversion is

sent after 6:00pm, New York, New York time the Conversion Date shall be the next business day. The term “Conversion Amount”

means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion

plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided

in this Note to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to

in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant

to Sections 4.4 hereof.

4.2 Conversion

Price.

(a) "Conversion

Price" shall be equal to eighty-five percent (85%) of the lowest closing price of the Company’s common stock as traded

on the Nasdaq over the ten (10) trading days prior to the date a notice of conversion is submitted in writing to the Company under the

Note (each a “Notice Date”), with a fixed floor price of $0.01. In the event, after the Closing, the Company issues any security

(whether issued before or after the Closing) with any term more favorable to the holder of such security or with a term in favor of the

holder of such security that was not similarly provided to the Holder in this Note, then the Company shall notify the Holder of such additional

or more favorable term and such term, at Holder’s option, shall become a part of the transaction documents with the Holder (for

the avoidance of doubt this clause will apply to any conversion or issuance of any stock for any debt or convertible instrument issued

before the issue date of this Note). The types of terms contained in another security that may be more favorable to the holder of such

security include, but are not limited to, terms addressing conversion discounts, conversion lookback periods, interest rates, original

issue discounts, stock sale price, private placement price per share, and warrant coverage. This right does not apply to maturity dates,

future voting rights, board seats, or automatic downward adjustments to existing security instruments.

The Holder shall be entitled

to deduct $1,500 from the conversion amount in each Notice Conversion to cover Holder’s fees associated with each Notice of Conversion

subject to such Notice of Conversion being for a Conversion Amount no less than $25,000.

(b) “Daily

VWAP” shall mean the per share volume-weighted average price of the Common Stock as displayed under the heading “Bloomberg

VWAP” on Bloomberg page “MWK <EQUITY> VAP” (or, if such page is not available, its equivalent successor page)

in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such

VWAP Trading Day (or, if such volume-weighted average price is unavailable, the market value of one share of Common Stock on such VWAP

Trading Day, determined, using a volume-weighted average price method, by a nationally recognized independent investment banking firm

selected by the Company). The Daily VWAP will be determined without regard to after-hours trading or any other trading outside of the

regular trading session.

Trading Day” shall mean a day on which (A) there is no VWAP Market Disruption Event; and (B) trading in the Common Stock generally

occurs on the principal U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock

is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then

traded, including the OTCQB or the OTCQX; provided that if the Common Stock is not so listed or traded, then “VWAP Trading Day”

means a Business Day.

(d) “VWAP

Market Disruption Event” means, with respect to any date, (A) the failure by the principal U.S. national or regional securities

exchange on which the Common Stock is then listed, or, if the Common Stock is not then listed on a U.S. national or regional securities

exchange, the principal other market on which the Common Stock is then traded including the OTCQB or the OTCQX, to open for trading during

its regular trading session on such date; or (B) the occurrence or existence, for more than one half hour period in the aggregate, of

any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or

otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common Stock, and such suspension or limitation

occurs or exists at any time before 1:00 p.m., New York City time, on such date.

(e) Provided,

that If the VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of such security on such

date shall be the fair market value as mutually determined by the Company and the holder of the Note.

(f) All

such determinations of VWAP shall be appropriately and equitably adjusted in accordance with the provisions set forth herein for any stock

dividend, stock split, stock combination or other similar transaction occurring during any period used to determine the Market Price (or

other period utilizing VWAPs).

4.3 Authorized

Shares. The Borrower covenants that during the period that the Note is outstanding, the Borrower will reserve from its authorized

and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon

the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all times to have authorized and

reserved two times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the

Note in effect from time to time initially 3,000,000 shares (the “Reserved Amount”). The Reserved Amount shall be increased

from time to time in accordance with the Borrower’s obligations hereunder. The Borrower represents that upon issuance, such shares

will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change

to its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then

current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number

of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower (i)

acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion

of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged

with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance

with the terms and conditions of this Note.

If, at any time the Borrower

does not maintain the Reserved Amount it will be considered an Event of Default under this Note if such failure continues for a period

of ten (10) business days after notice of such failure.

4.4 Method

of Conversion.

(a) Mechanics

of Conversion. As set forth in Section 4.1 hereof, at any time following an Event of Default, the balance due pursuant to this

Note may be converted by the Holder in whole or in part of the outstanding and unpaid amount of this Note at any time from time to time

after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication

dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section 4.4(b), surrendering this Note

at the principal office of the Borrower (upon payment in full of any amounts owed hereunder).

(b) Surrender

of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with

the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal

amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and

the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require

physical surrender of this Note upon each such conversion.

of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable

means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 4.4, the Borrower

shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable

upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion

of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement.

Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable

upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to

reflect such conversion, and, unless the Borrower defaults on its obligations hereunder, all rights with respect to the portion of this

Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets,

as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s

obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of

any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment

against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower

to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder

of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower

to the Holder in connection with such conversion.

(d) Delivery

of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion,

provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”)

program, upon request of the Holder and its compliance with the provisions set forth herein, the Borrower shall use its best efforts to

cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of

Holder’s Prime Broker with DTC through its Deposit and Withdrawal at Custodian (“DWAC”) system.

(e) Failure

to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including

actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is

not delivered by the Deadline due to action and/or inaction of the Borrower, the Borrower shall pay to the Holder $1,000 per day in cash,

for each day beyond the Deadline that the Borrower fails to deliver such Common Stock (the “Fail to Deliver Fee”); provided;

however that the Fail to Deliver Fee shall not be due if the failure is a result of a third party (i.e., transfer agent; and not the result

of any failure to pay such transfer agent) despite the best efforts of the Borrower to effect delivery of such Common Stock. Such cash

amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder

(by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal

amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal

amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert

is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right

are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this

Section 4.4(e) are justified.

4.5 Exchange

Cap. Notwithstanding anything in this Note to the contrary, and in addition to the limitations set forth herein, if the Company has

not obtained Shareholder Approval, the Company shall not issue a number of shares of Common Stock under this Note that would exceed 19.99%

of the shares of Common Stock outstanding as of the date of the Note (the “Conversion Limitation”). For purposes of this section,

"Shareholder Approval" means such approval as may be required by the applicable rules and regulations of Nasdaq (or any successor

entity) from the shareholders of the Company with respect to the issuance of the shares under this Note that, when taken together with

any other securities that are required to be aggregated with the issuance of the shares issued under this Agreement for purposes of Section

713, would exceed 19.99% of the issued and outstanding common stock as of the date of definitive agreement with respect to the first of

such aggregated transactions. “Principal Market” means the Nasdaq National Market, the Nasdaq SmallCap Market, the New York

Stock Exchange, the NYSE American Stock Exchange, or the quotation platforms maintained by the OTC Markets Group) or an equivalent replacement

exchange, and all rules and regulations relating to such exchange.

4.6 Concerning

the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless: (i) such shares

are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished

with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions)

to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration (such

as Rule 144 or a successor rule) (“Rule 144”); or (iii) such shares are transferred to an “affiliate” (as defined

in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 4.5 and who is an

Accredited Investor (as defined in the Purchase Agreement).

Any restrictive legend on

certificates representing shares of Common Stock issuable upon conversion of this Note shall be removed and the Borrower shall issue to

the Holder a new certificate therefore free of any transfer legend if the Borrower or its transfer agent shall have received an opinion

of counsel from Holder’s counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to

the effect that (i) a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall

be accepted by the Company so that the sale or transfer is effected; or (ii) in the case of the Common Stock issuable upon conversion

of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the Act; or otherwise

may be sold pursuant to an exemption from registration. In the event that the Company does not reasonably accept the opinion of counsel

provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration (such as Rule 144), it will

be considered an Event of Default pursuant to this Note.

4.7 Effect

of Certain Events.

(a) Effect

of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the

assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of

the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into

any other Person (as defined below) or Persons when the Borrower is not the survivor shall be deemed to be an Event of Default (as defined

in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such

transaction an amount equal to the Default Amount (as defined in Article III). “Person” shall mean any individual, corporation,

limited liability company, partnership, association, trust or other entity or organization.

(b) Adjustment

Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the

Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result

of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes

of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets

of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter

have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu

of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would

have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without

regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the

rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment

of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as

may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect

any transaction described in this Section 4.6(b) unless (a) it first gives, to the extent practicable, ten (10) days prior written notice

(but in any event at least five (5) days prior written notice) of the record date of the special meeting of shareholders to approve, or

if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization

or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor

or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Note. The above provisions shall similarly

apply to successive consolidations, mergers, sales, transfers or share exchanges.

Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders

of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the

Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a

“Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note in the event of a default

after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would

have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder

of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

Article

V. MISCELLANEOUS

5.1 Failure

or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder

shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further

exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive

of, any rights or remedies otherwise available.

5.2 Notices.

All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and,

unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt

requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery,

or electronic mail (receipt confirmed, which may be by automatic confirmation), addressed as set forth below or to such other address

as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given

hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting

facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice

is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business

hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service,

fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such

communications shall be:

If to the Borrower, to:

VSee Health, Inc.

980 N. Federal Highway, Suite 304

Boca Raton, FL 33432

Attention: Imoigele Aisiku, CEO

Email: iaisiku@idocvms.com

If to the Holder:

ClearThink Capital Partners, LLC

210 West 77th Street, 7W

New York, New York 10024

Attention: Brian Loper

Email: nyc@clearthink.capital

5.3 Amendments.

This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note”

and all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to the

Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.

5.4 Assignability.

This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors

and assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the Securities and

Exchange Commission). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with

a bona fide margin account or other lending arrangement; and may be assigned by the Holder without the consent of the Borrower.

5.5 Cost

of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including

reasonable attorneys’ fees.

5.6 Governing

Law. This Note shall be governed by and construed in accordance with the laws of the State of Delaware without regard to principles

of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall

be brought only in the federal courts in the State of Nevada. The parties to this Note hereby irrevocably waive any objection to jurisdiction

and venue of any action instituted hereunder and shall not assert any objection or defense based on lack of jurisdiction or venue or based

upon forum non conveniens. The Borrower and Holder waive trial by jury. The Holder shall be entitled to recover from the Borrower

its reasonable attorney’s fees and costs incurred in connection with or related to any Event of Default by the Company, as defined

in Article III hereof. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid

or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may

conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid

or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof or any agreement delivered

in connection herewith. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit,

action or proceeding in connection with this Note, any agreement or any other document delivered in connection with this Note by mailing

a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect

for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof.

Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

5.7 Purchase

Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

5.8 Remedies.

The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the

intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach

of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the

provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition

to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce

specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being

required.

5.9 Most

Favored Nations. Not including any most favored nations rights granted prior to the date of this Note and related transaction documents

and any Exempt Issuances (as defined herein), so long as the Borrower shall have any obligation under this Note, the Conversion Price

and other terms will be adjusted on a ratchet basis if the Borrower offers a more favorable term such as Conversion Price, Interest Rate,

(whether through a straight discount or in combination with an original issue discount) or other more favorable term to another party.

“Exempt Issuance” means the issuance of: (a) shares of Common Stock or options to employees, officers, consultants, advisors

or directors of the Borrower pursuant to any employee agreement, stock or option plan duly adopted for such purpose by a majority of the

members of the Board of Directors or a majority of the members of a committee of directors established for such purpose, and (b) securities

issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Borrower, provided

that any such issuance shall only be to an entity which is, itself or through its subsidiaries, an operating company in a business synergistic

with the business of the Borrower and in which the Borrower receives benefits in addition to the investment of funds, but shall not include

a transaction in which the Borrower is issuing securities primarily for the purpose of raising capital or to an entity whose primary business

is investing in securities.

IN WITNESS WHEREOF, Borrower

has caused this Note to be signed in its name by its duly authorized officer this on June 22, 2026.

VSee Health, Inc.

By:

/s/ Imoigele Aisiku

Imoigele Aisiku

Chief Executive Officer

EXHIBIT A –

WIRE INSTRUCTIONS

VSee Health, Inc. Wiring Instructions

Bank:

Bank address:

Account Name:

VSee Health, Inc.

Account Number:

Wire Transfers Routing Number:

EXHIBIT B -- NOTICE

OF CONVERSION

The undersigned hereby elects

to convert $______ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the

conversion of the Note (“Common Stock”) as set forth below, of VSEE HEALTH, INC., a Delaware corporation (the “Borrower”)

according to the conditions of the convertible note of the Borrower dated as of June 15, 2026 (the “Note”), as of the

date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable

instructions:

☐ The Borrower shall electronically transmit the Common Stock

issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal

Agent Commission system (“DWAC Transfer”).

Name of DTC Prime Broker:

Account Number:

☐ The undersigned hereby requests that the Borrower issue a

certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation

attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

Date of conversion:

_______________

Applicable Conversion Price:

$______________

Number of shares of common stock to be issued pursuant to conversion of the Notes:

_______________

Amount of Principal Balance due remaining under the Note after this conversion:

_______________

Name

By:

Name:

Title:

Date:

EX-10.3 — EXHIBIT 10.3

EX-10.3

Filename: vseeex10-3.htm · Sequence: 4

Exhibit 10.3

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE

AGREEMENT (the “Agreement”), dated as of June 18, 2026, by and between VSEE HEALTH, INC., a Delaware corporation,

with its address at 980 N Federal Hwy #304, Boca Raton, Florida 33432 (the “Company”), and Vanquish Funding Group Inc.,

a Virginia corporation, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Lender”).

WHEREAS:

A. The

Company and the Lender are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded

by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the

Securities Act of 1933, as amended (the “1933 Act”); and

B. Buyer

desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a promissory

note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $295,550.00 (including $38,550.00

of Original Issue Discount) (the “Note”) with additional tranches of financing of up to $2,050,000.00 during the next twelve

(12) months subject to further agreement by and between the Company and the Lender.

NOW THEREFORE, the

Company and the Lender hereby agree as follows:

1. Purchase

and Sale of the Securities.

a. Purchase

of the Securities. On the Closing Date (as defined below), the Company shall issue and sell to the Lender and the Lender agrees to

purchase from the Company the Securities as is set forth immediately below the Lender’s name on the signature pages hereto.

b. Form

of Payment. On the Closing Date (as defined below), (i) the Lender shall pay the purchase price for the Securities be issued and sold

to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to the Company,

in accordance with the Company’s written wiring instructions, against delivery of the Securities, and (ii) the Company shall deliver

such duly executed Note on behalf of the Company against delivery of such Purchase Price.

c. Closing

Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date

and time of the issuance and sale of the Securities pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon, Eastern

Standard Time on or about June 18, 2026, or such other mutually agreed upon time. The closing of the transactions contemplated by this

Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

2. Lender’s

Representations and Warranties. The Lender represents and warrants to the Company that:

a. Investment

Purpose. As of the date hereof, the Lender is purchasing the Note and the shares of Common stock of the Company (“Common Stock”)

issuable upon conversion of or otherwise pursuant to the Note (such shares of Common Stock being collectively referred to herein as the

“Conversion Shares” and, collectively with the Note, the “Securities”) for its own account and not with a present

view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933

Act.

b. Accredited

Investor Status. The Lender is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited

Investor”). Lender, 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 Note and the Conversion

Shares, and has so evaluated the merits and risks of such investment. Lender is able to bear the economic risk of an investment in the

Note and Conversion Share and, at the present time, is able to afford a complete loss of such investment. Lender acknowledges that it

has had the opportunity to review the reports filed by the Company with the Securities and Exchange Commission, and has been afforded:

(i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning

the terms and conditions of the offering of the Note and Conversion Shares and the merits and risks of investing in the Note and Conversion

Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management

and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that

the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision

with respect to the investment.

c. Reliance

on Exemptions. The Lender understands that the Securities are being offered and sold to it in reliance upon specific exemptions from

the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy

of, and the Lender’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Lender

set forth herein in order to determine the availability of such exemptions and the eligibility of the Lender to acquire the Securities.

d. Information.

The Company has not disclosed to the Lender any material nonpublic information and will not disclose such information unless such information

is disclosed to the public prior to or promptly following such disclosure to the Lender.

e. Legends.

The Lender understands that the Securities have not been registered under the 1933 Act; and may bear a restrictive legend in substantially

the following form:

“THE SECURITIES REPRESENTED BY THIS INSTRUMENT

HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES

LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO

IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION

OF COUNSEL TO THE BUYER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT,

THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT

UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.”

The legend set forth above

shall be removed and the Company shall issue a certificate without such legend to the Lender of any Security upon which it is stamped,

if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration

statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the

number of securities as of a particular date that can then be immediately sold, or (b) such Lender provides the Company with an opinion

of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale

or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that

the sale or transfer is effected. The Lender agrees to sell all Securities, including those represented by a certificate(s) from which

the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does

not reasonably accept the opinion of counsel that properly conforms to applicable securities laws provided by the Lender with respect

to the transfer of any Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered

an Event of Default pursuant to Section 3.2 of the Note.

f. Authorization;

Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of

the Lender, and this Agreement constitutes a valid and binding agreement of the Lender enforceable in accordance with its terms.

3. Representations

and Warranties of the Company. The Company represents and warrants to the Lender that:

a. Organization

and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing

and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other)

to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.

“Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns,

directly or indirectly, any equity or other ownership interest.

b. Authorization;

Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note and

to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof,

(ii) the execution and delivery of this Agreement, the Note by the Company and the consummation by it of the transactions contemplated

hereby and thereby (including without limitation, the issuance of the Note has been duly authorized by the Company’s Board of Directors

and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement

has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and

official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company

accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments

will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

c. Capitalization.

As of the date hereof, the authorized Common stock of the Company consists of 100,000,000 authorized shares, $0.0001 par value per share,

of which 48,599,421 shares are issued and outstanding. All of such outstanding shares of capital stock are, or upon issuance will be,

duly authorized, validly issued, fully paid and non-assessable.

d. Issuance

of Shares. The Securities are duly authorized and reserved for issuance in accordance with its respective terms, will be validly issued,

fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not

be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the

Lender thereof.

e. No

Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company