Item 5.07 Submission of Matters to a Vote of Security Holders

On June 4, 2021, GigCapital2, Inc. (the "Company") held a special meeting of its stockholders (the "Special Meeting"). At the Special Meeting, of the 19,812,315 shares of common stock outstanding and entitled to vote, 13,788,662 shares were represented, constituting a quorum. The final results for each of the matters submitted to a vote of stockholders at the Special Meeting are as follows:

Proposal No. 1-The UpHealth Business Combination Proposal: The stockholders approved and adopted the Business Combination Agreement, dated as of November 20, 2020 (as it may be amended and/or restated from time to time) by and among the Company, its wholly owned subsidiary, UpHealth Merger Sub, Inc. ("UpHealth Merger Sub"), and UpHealth Holdings, Inc. ("UpHealth"), and approved the transactions contemplated thereby (the "UpHealth Business Combination"), including the merger of UpHealth Merger Sub with and into UpHealth, with UpHealth surviving the merger, and the issuance of shares of the Company's common stock to UpHealth equity holders as merger consideration, by the votes set forth in the table below:





                             For       Against   Abstained
                          13,016,436   772,021      205

Proposal No. 2-The Cloudbreak Business Combination Proposal: The stockholders approved and adopted the Business Combination Agreement, dated as of November 20, 2020, by and among the Company, its wholly owned subsidiary, Cloudbreak Health Merger Sub, LLC ("Cloudbreak Merger Sub"), and Cloudbreak Health, LLC ("Cloudbreak"), and approved the transactions contemplated thereby (the "Cloudbreak Business Combination"), including the merger of Cloudbreak Merger Sub with and into Cloudbreak, with Cloudbreak surviving the merger, and the issuance of shares of the Company's common stock to Cloudbreak equity holders as merger consideration, by the votes set forth in the table below:





                             For       Against   Abstained
                          13,014,807   771,976     1,879

Proposal No. 3-The NYSE Stock Issuance Proposal: The stockholders approved, for purposes of complying with applicable listing rules of the New York Stock Exchange, the issuance of more than 20% of the Company's outstanding common stock in connection with the UpHealth Business Combination and Cloudbreak Business Combination, and the transactions contemplated by the PIPE Subscription Agreement and the Convertible Note Subscription Agreements, including up to 110,000,000 shares of the Company's common stock to the UpHealth and Cloudbreak equity holders, 3,000,000 shares of the Company's common stock to the PIPE Investor, and 22,173,913 shares of the Company's common stock upon conversion of convertible notes issued to certain investors, by the votes set forth in the table below:





                             For       Against   Abstained
                          13,542,793   243,867     2,002

Proposal No. 4-Classification of the Board of Directors Proposal: The stockholders approved and adopted the classification of the Company's board of directors into three classes of directors with staggered terms of office and to make certain related changes, by the votes set forth in the table below





                             For       Against   Abstained
                          12,991,560   792,553     4,549

Proposal No. 5-Approval of Additional Amendments to Current Amended and Restated Certificate of Incorporation in Connection with the Business Combinations Proposals: The stockholders approved and adopted certain additional changes, including but not limited to changing the post-combination company's corporate name from "GigCapital2, Inc." to "UpHealth, Inc." and eliminating certain provisions specific to the Company's status as a blank check company, by the votes set forth in the table below:





                             For       Against   Abstained
                          13,548,872   236,084     3,706

Proposal No. 6 - Amendment to Exclusive Forum Proposal: The stockholders approved the adoption of amendments to the existing exclusive forum provisions of the current Certificate of Incorporation of GigCapital2, Inc. to provide that the federal district courts of the United States will be the sole and exclusive forum for the resolution of claims arising under the Securities Act of 1933, as amended, to the fullest extent permitted by law, by the votes set forth in the table below:





                             For       Against   Abstained
                          13,002,709   242,242    543,711

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Proposal No. 7 - Incentive Plan Proposal: The stockholders approved the GigCapital2, Inc. 2021 Equity Incentive Plan (the "Incentive Plan"), including the authorization of the initial share reserve under the Incentive Plan, by the votes set forth in the table below:





                             For       Against   Abstained
                          13,478,631   274,936    35,095

Proposal No. 8 - The Election of Directors Proposal: The stockholders elected, effective at Closing, each of the nine nominees for director to serve staggered terms on the Company's board of directors until the 2022, 2023 and 2024 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified, by the votes set forth in the table below:

Class I-Moshe Bar-Siman-Tov:





                           Votes FOR    Votes WITHHELD
                           13,760,853       27,809


Class I-Neil Miotto:



                           Votes FOR    Votes WITHHELD
                           13,756,411       32,251


Class I-Jerome Ringo:



                           Votes FOR    Votes WITHHELD
                           13,758,695       29,967


Class II-Dr. Raluca Dinu:



                           Votes FOR    Votes WITHHELD
                           13,745,082       43,580


Class II-Dr. Mariya Pylypiv:



                           Votes FOR    Votes WITHHELD
                           13,758,711       29,951


Class II-Nathan Locke:



                           Votes FOR    Votes WITHHELD
                           13,759,622       29.040


Class III-Dr. Avi Katz:



                           Votes FOR    Votes WITHHELD
                           13,748,120       40,542

Class III-Dr. Chirinjeev Kathuria:





                           Votes FOR    Votes WITHHELD
                           13,760,344       28,318


Class III-Agnès Rey-Giraud:



                            Votes FOR   Votes WITHHELD
                            13761,259       27,403

No other items were presented for stockholder approval at the Special Meeting

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Item 7.01 Regulation FD Disclosure.

The information set forth below under this Item 7.01 is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

On June 4, 2021, the Company issued a press release announcing the approval of the proposals related to the UpHealth Business Combination and Cloudbreak Business Combination at the Special Meeting. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.



Item 9.01 Exhibits.

(d) Exhibits:



                 Exhibit   Description

                 99.1        Press Release dated June 4, 2021

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