Item 1.01. Entry into a Material Definitive Agreement.
As previously reported in the Current Report on Form 8-K filed by the Company
with the SEC on November 23, 2020, the Company announced that it executed the
Cloudbreak BCA.
Amendment to Cloudbreak BCA
On June 9, 2021, the Company entered into the Second Amendment to the Cloudbreak
BCA with the parties to the Cloudbreak BCA, to amend Section 1.01 of the
Cloudbreak BCA (the "Cloudbreak BCA Amendment No. 2") for the purpose of
revising the amount of Business Combination Shares, as such term is used in the
Cloudbreak BCA Amendment No. 2, to 11,500,000 shares of GigCapital2 Common Stock
(as such term is defined in the Cloudbreak BCA) and to correct a typographical
error in Section 7.15(a) of the Cloudbreak BCA. The foregoing description of the
Cloudbreak BCA Amendment No. 2 is not complete and is subject to, and qualified
in its entirety by reference to, the text of the Cloudbreak BCA Amendment No. 2,
which is included as Exhibit 2.4 to this Amendment and is incorporated herein by
this reference.
Registration Rights and Lock-up Agreements
Cloudbreak Registration Rights and Lock-Up Agreement
In connection with the Cloudbreak Combination, the Company and certain of the
former members of Cloudbreak (the "Cloudbreak Holders") entered into a
Registration Rights and Lock-Up Agreement (the "Cloudbreak Registration Rights
and Lock-Up Agreement") at the Closing. Pursuant to the terms of the Cloudbreak
Registration Rights and Lock Up Agreement, the Company is obligated to file a
registration statement to register the resale of certain shares of the Company's
common stock, par value $0.0001 per share ("Company Common Stock") held by the
Cloudbreak Holders. In addition, pursuant to the terms of the Cloudbreak
Registration Rights and Lock-Up Agreement, and subject to certain requirements
and customary conditions, including with regard to the number of demand rights
that may be exercised, the Cloudbreak Holders may demand at any time or from
time to time, that the Company conduct an underwritten offering with respect to
certain shares of the Company Common Stock held by such Cloudbreak Holders. The
Cloudbreak Registration Rights and Lock-Up Agreement also provides the
Cloudbreak Holders with "piggy-back" registration rights, subject to certain
requirements and customary conditions.
--------------------------------------------------------------------------------
The Cloudbreak Registration Rights and Lock-UpAgreement further provides that,
subject to certain exceptions, each of the Cloudbreak Holders shall not Transfer
any shares of Company Common Stock beneficially owned or owned of record by such
Cloudbreak Holder until the earlier of (i) six months or one year (as
applicable) after the date of the Closing or (ii) the date on which, subsequent
to the Cloudbreak Combination, the last sale price of the Company's Common Stock
(x) equals or exceeds $12.50 per share (as adjusted for stock splits, stock
dividends, reorganizations, recapitalizations and the like) for any 20 trading
days within any 30 trading day period commencing at least 90 days after the
Cloudbreak Combination, or (y) the date following the completion of the
Cloudbreak Combination on which the Company completes a liquidation, merger,
stock exchange or other similar transaction that results in all of the Company's
stockholders having the right to exchange their shares of Company Common Stock
for cash, securities or other property; provided that in the sole discretion of
the majority of the independent members of the Company's Board of Directors,
. . .
Item 2.01. Completion of Acquisition of Disposition of Assets.
Prior to the Special Meeting, the holders of 9,373,567 shares of Company Common
Stock that were sold in its initial public offering (the "Public Shares")
exercised their right to redeem those shares for cash, at a price of
$10.09143671 per share, for an aggregate of approximately $94,592,758, which
redemption occurred concurrent with the consummation of the Business
Combinations. Immediately after giving effect to the Business Combinations
(including as a result of the redemptions described above, the automatic
separation of the Company's units into Common Stock, rights and warrants, and
the conversion of all rights into issued and outstanding shares of Common
Stock), there were (i) 117,605,472 shares of Company Common Stock issued and
outstanding and (ii) assumed stock options (that had been awarded by Cloudbreak)
that are exercisable for 1,711,613 shares of Company Common Stock. Upon the
Closing, the Company's units ceased trading, and the Company Common Stock began
trading on the New York Stock Exchange ("NYSE") on June 10, 2021 under the
symbol "UPH," while the Company's warrants began trading on the NYSE as
"UPH.WS." As of the date of Closing, the directors and executive officers of the
Company (and their affiliated entities) beneficially owned approximately 51% of
the outstanding shares of Company Common Stock, and those stockholders of the
Company who were stockholders prior to the Closing beneficially owned
approximately 8.9% of the outstanding shares of Company Common Stock.
As noted above, the per share redemption price of $10.09143671 for holders of
Public Shares electing redemption was paid out of the Company's trust account,
which after taking into account the redemptions, had a balance immediately prior
to the Closing of approximately $54,935,238. In addition, approximately $8,471
remained in the Company's operating account immediately prior to the Closing.
FORM 10 INFORMATION
Item 2.01(f) of Form 8-K provides that if the predecessor registrant was a shell
company, as the Company was immediately before the Business Combinations, then
the registrant must disclose the information that would be required if the
registrant were filing a general form for registration of securities on Form 10
under the Exchange Act. Accordingly, the Company is providing the information
below. Please note that the information provided below relates to the Company
following the consummation of the Business Combinations, unless otherwise
specifically indicated or the context otherwise requires.
Forward-Looking Statements
This Amendment contains forward-looking statements. Forward-looking statements
provide the Company's current expectations or forecasts of future events.
Forward-looking statements include statements about the Company's expectations,
beliefs, plans, objectives, intentions, assumptions and other statements that
are not historical facts. The words "anticipates," "believe," "continue,"
"could," "estimate," "expect," "intends," "may," "might," "plan," "possible,"
"potential," "predicts," "project," "should," "would" and similar expressions
may identify forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. Examples of forward-looking
statements in this Amendment include, but are not limited to, statements
regarding the Company's disclosure concerning the Company's operations, cash
flows, financial position and dividend policy. The risks and uncertainties
include, but are not limited to:
. . .
Item 2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
In connection with the Closing, the Company issued $160,000,000 in aggregate
principal amount of Notes to the Note Investors pursuant to the terms of the
Note Subscription Agreements, as amended, the Indenture and the Global Note. The
disclosure contained in Item 1.01 of this Report is also incorporated herein by
this reference.
This summary is qualified in its entirety by reference to (i) the Note
Subscription Agreements, the form of which was included as Exhibit 10.2 to the
Current Report on Form 8-K filed by the Company with the SEC on January 21, 2021
and is incorporated herein by this reference, (ii) the Amendment to Subscription
Agreement (Reduction in Purchase Amount), the form of which was included as
Exhibit 10.2 to the Original Form 8-K and is incorporated herein by this
reference, and (iii) the Indenture, which is included as Exhibit 4.2 to this
Amendment and is incorporated herein by this reference.
Item 3.02. Unregistered SecuritiesThe Notes issued in connection with the Closing of the Business Combinations are
convertible into approximately 15,023,475 shares of Company Common Stock. The
Company also issued 3,000,000 PIPE Shares in connection with the Closing of the
Business Combinations. Also, in connection with the issuance of the PIPE Shares
at the Closing, the Company issued the PIPE Warrants to purchase up to 300,000
shares of Common Stock to the PIPE Investors. The disclosure contained in
Item 1.01 of the Original Form 8-K as amended by this Amendment is also
incorporated herein by this reference.
This summary is qualified in its entirety by reference to (i) the Note
Subscription Agreements, the form of which was included as Exhibit 10.2 to the
Current Report on Form 8-K filed by the Company with the SEC on January 21, 2021
and is incorporated herein by this reference, (ii) the Amendment to Subscription
Agreement (Reduction in Purchase Amount), the form of which was included as
Exhibit 10.2 to the Original Form 8-K and is incorporated herein by this
reference, (iii) the Indenture, which is included as Exhibit 4.2 to this
Amendment and is incorporated herein by this reference, (iv) the PIPE
Subscription Agreements, the form of which was included as Exhibit 10.1 to the
Current Report on Form 8-K filed by the Company with the SEC on January 21, 2021
and is incorporated herein by this reference, (v) the Amendment to Subscription
Agreement (PIPE), the form of which was included as Exhibit 10.1 to the Original
Form 8-K and is incorporated herein by this reference, and (vi) the Amended and
Restated Warrant Agreement, which is included as Exhibit 4.1 to this Amendment
and is incorporated herein by this reference.
--------------------------------------------------------------------------------
Item 4.01. Changes in Registrant's Certifying Accountants.
On June 14, 2021, the Audit Committee of the Company's board of directors
approved the appointment of Plante & Moran, PLLC ("Plante & Moran") as the
Company's independent registered public accounting firm to audit the Company's
consolidated financial statements for the year ending December 31, 2021.
Plante & Moran served as the independent registered public accounting firm of
UpHealth prior to the Business Combinations. Accordingly, BPM LLP ("BPM"), the
independent registered public accounting firm of GigCapital2, was informed on
June 14, 2021 that it would be replaced by Plante & Moran as the Company's
independent registered public accounting firm effective immediately.
The report of BPM on GigCapital2's balance sheets as of December 31, 2020 and
2019 (as restated) and the statements of operations and comprehensive income
(loss), stockholders' equity and cash flows for the year ended December 31, 2020
(as restated) and for the period from March 6, 2019 (date of inception) to
December 31, 2019 (as restated), did not contain an adverse opinion or
disclaimer of opinion, and were not qualified or modified as to uncertainties,
audit scope or accounting principles, except that such audit report contained
explanatory paragraphs in which BPM expressed substantial doubt about the
Company's ability to continue as a going concern and indicated that the 2020 and
2019 financial statements had been restated to correct misstatements.
During the year ended December 31, 2020, the period from March 6, 2019 (date of
inception) to December 31, 2019, and the subsequent interim period through the
date of BPM's dismissal, there were no "disagreements" (as defined in Item
304(a)(1)(iv) of Regulation S-K under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) between the Company and BPM on any matter of
accounting principles or practices, financial disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of BPM would
have caused it to make reference to the subject matter of the disagreements in
its reports on the Company's financial statements for such periods.
During the year ended December 31, 2020, the period from March 6, 2019 (date of
inception) to December 31, 2019, and the subsequent interim period through the
date of BPM's dismissal, there were no "reportable events" (as defined in Item
304(a)(1)(v) of Regulation S-K under the Exchange Act) other than:
For the year ended December 31, 2020, GigCapital2 reported a material weakness
in its internal control over financial reporting related to mistakes in its
accounting for warrants issued in connection with a private placement.
During the year ended December 31, 2020, the period from March 6, 2019 (date of
inception) to December 31, 2019, and the subsequent interim period through the
date of BPM's dismissal, the Company did not consult with Plante & Moran
regarding either (i) the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit opinion that
might be rendered on the financial statements of GigCapital2 or the Company, and
no written report or oral advice was provided that Plante & Moran concluded was
an important factor considered by us in reaching a decision as to the
accounting, auditing, or financial reporting issue; or (ii) any matter that was
either the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of
Regulation S-K under the Exchange Act) or a "reportable event" (as defined in
Item 304(a)(1)(v) of Regulation S-K under the Exchange Act).
The Company has provided BPM with a copy of the foregoing disclosures and has
requested that BPM furnish the Company with a letter addressed to the SEC
. . .
Item 5.01. Changes in Control of Registrant.
Reference is made to the disclosure in the Final Proxy Statement/Prospectus in
the sections titled "Proposal No. 1- The UpHealth Business Combination Proposal"
and "Proposal No. 2 - The Cloudbreak Business Combination Proposal", which are
incorporated herein by this reference. Further reference is made to the
information contained in Item 2.01 to this Amendment, which is incorporated
herein by this reference.
Immediately after giving effect to the Business Combinations, there were
approximately 117,605,472 shares of Company Common Stock outstanding. As of such
time, the Company's officers and directors and their affiliated entities held
61.3% of the outstanding shares of Company Common Stock.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Directors and Officers
The following persons are serving as executive officers and directors of the
Company upon the Closing, with Dr. Alfonso W. Gatmaitan, Dr. Ramesh
Balakrishnan, Martin S. A. Beck, Syed Sabahat Azim and Jamey Edwards having been
named as executive officers effective upon the Closing, and each of the
directors having been elected by the GigCapital2 stockholders to the Board of
Directors at the Special Meeting, also effective upon the Closing. For
biographical and current compensatory information concerning the executive
officers and directors, see the disclosure in the Final Proxy
Statement/Prospectus in the sections titled "Management After the Business
Combinations" which is incorporated herein by this reference.
--------------------------------------------------------------------------------
Name Age Position
Dr. Chirinjeev Kathuria 56 Co-Chairman of the Board of Directors
Dr. Avi S. Katz 63 Co-Chairman of the Board of Directors
Dr. Raluca Dinu 47 Director
Dr. Mariya Pylypiv 32 Director
Neil Miotto 75 Director
Nathan Locke 38 Director
Jerome Ringo 66 Director
Agnès Rey-Giraud 56 Director
Moshe Bar-Siman-Tov 44 Director
Dr. Alfonso W. Gatmaitan 61 Chief Operating Officer
Dr. Ramesh Balakrishnan 66 Chief Executive Officer
Martin S. A. Beck 55 Chief Financial Officer
Syed Sabahat Azim 46 Chief Executive Officer, International
Jamey Edwards 46 President
Effective upon the Closing, Drs. Dinu and Katz and Brad Weightman resigned as
executive officers of the Company, and each of Gil Frostig and John Mikulsky,
following their not standing for re-election to the Board of Directors, resigned
as directors of the Company.
As previously reported in the Current Report on Form 8-K filed by the Company
with the SEC on June 4, 2021, at the Special Meeting, the GigCapital2
stockholders considered and approved the classification of the Company's Board
of Directors into three classes. On June 9, 2021, the Board of Directors was
classified into three classes, each comprising as nearly as possible one-third
of the directors, to serve three-year terms. Each Class I director, consisting
of Messrs. Bar-Siman-Tov, Miotto and Ringo, has a term that expires at the
Company's annual meeting of stockholders in 2022; each Class II director,
consisting of Drs. Dinu and Pylypiv, and Mr. Locke, has a term that expires at
the Company's annual meeting of stockholders in 2023; and each Class III
director, consisting of Drs. Katz and Kathuria, and Ms. Rey-Giraud, has a term
that expires at the Company's annual meeting of stockholders in 2024, or in each
case until their respective successors are duly elected and qualified, or until
their earlier resignation, removal or death.
A more complete summary of the reclassification of the Company's Board of
Directors is set forth in the Final Proxy Statement/Prospectus in the section
titled "Proposal No. 4- Classification of the Board of Directors Proposal".
2021 Equity Incentive Plan
As previously reported in the Current Report on Form 8-K filed by the Company
with the SEC on June 4, 2021, at the Special Meeting, the GigCapital2
stockholders considered and approved the 2021 Incentive Plan (the "Incentive
Plan"), and reserved 16,420,813 shares of Company Common Stock for issuance
thereunder. The Incentive Plan was previously approved, subject to stockholder
approval, by the Board of Directors of GigCapital2 on February 7, 2021. The
Incentive Plan became effective immediately upon the Closing of the Business
Combinations. The number of shares of common stock reserved for issuance under
the Incentive Plan will automatically increase on January 1 of each year,
beginning on January 1, 2022 and each anniversary thereof during the
effectiveness of the Incentive Plan, by an amount equal to the lesser of
(i) five percent (5%) of the total number of shares of Company Common Stock
outstanding on such date, and (ii) such lesser number of shares as may be
determined by the Company's Board of Directors.
In conjunction with the approval of the Incentive Plan, the Company's Board of
Directors also adopted a form of Restricted Stock Units Agreement (the "RSU
Agreement") and a form of Stock Option Agreement (the "Stock Option Agreement")
that the Company will generally use for grants under its Incentive Plan. The RSU
Agreement provides that restricted stock units will vest over a fixed period and
. . .
Item 5.06. Change in Shell Company Status.
As a result of the Closing of the Business Combinations, the Company ceased to
be a shell company on June 9, 2021. Reference is made to the disclosure in the
Final Proxy Statement/Prospectus in the sections titled "Proposal No. 1- The
UpHealth Business Combination Proposal" and "Proposal No. 2 - The Cloudbreak
Business Combination Proposal", which are incorporated herein by this reference.
Further reference is made to the information contained in Item 2.01 to this
Amendment.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of businesses acquired
The financial statements of UpHealth Holdings, Inc. as of December 31, 2020 and
for the year ended December 31, 2020, the related notes and report of
independent registered public accounting firm thereto are set forth in Amendment
No. 5 to the Registration Statement on Form S-1 filed by the Company with the
SEC on June 4, 2021 and are incorporated herein by this reference.
The condensed consolidated financial statements of UpHealth Holdings, Inc. as of
March 31, 2021 and for the periods ended March 31, 2021 and 2020, and the
related notes thereto are set forth in Amendment No. 5 to the Registration
Statement on Form S-1 filed by the Company with the SEC on June 4, 2021 and are
incorporated herein by this reference.
The financial statements of Thrasys, Inc. as of November 20, 2020 and
December 31, 2019 and for the period January 1, 2020 to November 20, 2020 and
for the year ended December 31, 2019, the related notes and report of
independent registered public accounting firm thereto are set forth in Amendment
No. 5 to the Registration Statement on Form S-1 filed by the Company with the
SEC on June 4, 2021 and are incorporated herein by this reference.
The consolidated financial statements of Glocal Healthcare Systems Private
Limited and its subsidiaries as of March 31, 2019 and March 31, 2020 and for the
years ended March 31, 2020 and March 31, 2019, the related notes and report of
independent registered public accounting firm thereto are set forth in Amendment
No. 5 to the Registration Statement on Form S-1 filed by the Company with the
SEC on June 4, 2021 and are incorporated herein by this reference.
The consolidated financial statements of Glocal Healthcare Systems Private
Limited and its subsidiaries as of March 25, 2021 and for the period April 1,
2020 to March 25, 2021, and the related notes thereto are set forth in Amendment
No. 5 to the Registration Statement on Form S-1 filed by the Company with the
SEC on June 4, 2021 and are incorporated herein by this reference.
The consolidated financial statements of TTC Healthcare, Inc. and its
subsidiaries as of December 31, 2020 and 2019, and for the year ended
December 31, 2020 and the period from September 5, 2019 to December 31, 2019
(successor), and of Transformations Treatment Center, Inc. and its affiliates
for the period from January 1, 2019 to September 4, 2019 (predecessor), the
related notes and report of independent registered public accounting firm
thereto are set forth in Amendment No. 5 to the Registration Statement on
Form S-1 filed by the Company with the SEC on June 4, 2021 and are incorporated
herein by this reference.
The consolidated financial statements of TTC Healthcare, Inc. and its
subsidiaries as of January 24, 2021 and for the period January 1, 2021 to
January 24, 2021, and the related notes thereto are set forth in Amendment No. 5
to the Registration Statement on Form S-1 filed by the Company with the SEC on
June 4, 2021 and are incorporated herein by this reference.
--------------------------------------------------------------------------------
The consolidated financial statements of Innovations Group, Inc. and its
subsidiaries as of December 31, 2019 and December 31, 2020 and for the years
ended December 31, 2020 and December 31, 2019, the related notes and report of
independent registered public accounting firm thereto are set forth in Amendment
No. 5 to the Registration Statement on Form S-1 filed by the Company with the
SEC on June 4, 2021 and are incorporated herein by this reference.
The consolidated financial statements of Innovations Group, Inc. and its
subsidiaries as of March 31, 2021 and for the three month period ended March 31,
2021, and the related notes thereto are set forth in Amendment No. 5 to the
Registration Statement on Form S-1 filed by the Company with the SEC on June 4,
2021 and are incorporated herein by this reference.
The consolidated financial statements of Behavioral Health Services, LLC as of
November 20, 2020 and December 31, 2019 and for the period January 1, 2020 to
November 20, 2020 and for the year ended December 31, 2019, the related notes
and report of independent registered public accounting firm thereto are set
forth in Amendment No. 5 to the Registration Statement on Form S-1 filed by the
Company with the SEC on June 4, 2021 and are incorporated herein by this
reference.
The consolidated financial statements of Cloudbreak Health, LLC and its
subsidiaries as of December 31, 2019 and December 31, 2020 and for the years
ended December 31, 2020 and December 31, 2019, the related notes and report of
independent registered public accounting firm thereto are set forth in Amendment
No. 5 to the Registration Statement on Form S-1 filed by the Company with the
SEC on June 4, 2021 and are incorporated herein by this reference.
The consolidated financial statements of Cloudbreak Health, LLC and its
subsidiaries as of March 31, 2021 and for the three month period ended March 31,
2021, and the related notes thereto are set forth in Amendment No. 5 to the
Registration Statement on Form S-1 filed by the Company with the SEC on June 4,
2021 and are incorporated herein by this reference.
(b) Pro forma financial information
The unaudited pro forma condensed combined financial statements as of March 31,
2021 and for the three months ended March 31, 2021 are filed with this Current
Report on Form 8-K as Exhibit 99.1 and incorporated herein by this reference.
(d) Exhibits:
Exhibit No. Item
2.1† Business Combination Agreement, dated as of November 20, 2020, by and
among GigCapital2, Inc., UpHealth Holdings, Inc. and UpHealth Merger
Sub, Inc. (included as Annex A to the Final Proxy Statement/Prospectus
filed under Rule 424(b)(3) on May 13, 2021)
2.2† Business Combination Agreement, dated as of November 20, 2020, by and
among GigCapital2, Inc., Cloudbreak Health, LLC, Cloudbreak Merger Sub,
LLC, solely with respect to Section 7.15, Chirinjeev Kathuria and
Mariya Pylypiv and UpHealth Holdings, Inc., and Shareholder
Representative Services LLC (included as Annex B to the Final Proxy
Statement/Prospectus filed under Rule 424(b)(3) on May 13, 2021)
2.3 Fourth Amendment to Business Combination Agreement, dated as of May
30, 2021, by and among GigCapital2, Inc., UpHealth Holdings, Inc. and
UpHealth Merger Sub, Inc. (incorporated by reference to Exhibit 10.1 to
the Company's Current Report on Form 8-K, filed with the SEC on June 2,
2021)
2.4 Second Amendment, dated as of June 9, 2021, to the Business
Combination Agreement, dated as of November 20, 2020, by and among
GigCapital2, Inc., Cloudbreak Health, LLC, Cloudbreak Merger Sub, LLC,
solely with respect to Section 7.15, Chirinjeev Kathuria and Mariya
Pylypiv and UpHealth Holdings, Inc., and Shareholder Representative
Services LLC
3.1 Second Amended and Restated Certificate of Incorporation of UpHealth,
Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current
Report on Form 8-K filed with the SEC on June 14, 2021)
3.2 Amended and Restated Bylaws of UpHealth, Inc. (incorporated by
reference to Exhibit 3.2 to the Company's Current Report on Form 8-K
filed with the SEC on June 14, 2021)
4.1 Amended and Restated Warrant Agreement, dated June 9, 2021, by and
between GigCapital2, Inc. and Continental Stock Transfer & Trust
Company, as warrant agent
--------------------------------------------------------------------------------
4.2 Indenture, dated June 9, 2021, by and between UpHealth, Inc. and
Wilmington Trust, National Association, a national banking association,
in its capacity as trustee thereunder
10.1 Form of Amendment to Subscription Agreement (PIPE), dated June 8,
2021 (incorporated by reference to Exhibit 10.1 to the Company's Current
Report on Form 8-K filed with the SEC on June 14, 2021)
10.2 Form of Amendment to Subscription Agreement (Reduction in Purchase
Amount), dated June 8, 2021 (incorporated by reference to Exhibit 10.2
to the Company's Current Report on Form 8-K filed with the SEC on
June 14, 2021)
10.3 Form of Termination of Subscription Agreement, dated June 8, 2021
(incorporated by reference to Exhibit 10.3 to the Company's Current
Report on Form 8-K filed with the SEC on June 14, 2021)
10.4 Registration Rights and Lockup Agreement, dated June 9, 2021, by and
among UpHealth, Inc. and certain stockholders (Cloudbreak)
10.5 Registration Rights and Lockup Agreement, dated June 9, 2021, by and
among UpHealth, Inc. and certain stockholders (UpHealth Holdings)
10.6# Cloudbreak Health LLC 2015 Unit Incentive Plan
. . .
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UPHEALTH, INC. 
