uph-20211231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)


x			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number 001-04321

UpHealth, Inc.

(Exact name of registrant as specified in its charter)


Delaware		83-3838045
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

14000 S. Military Trail,	Suite 203	33484
Delray Beach,	Florida	(Zip Code)
(Address of Principal Executive Offices)

(312) 618-1322

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

UPH

New York Stock Exchange

Redeemable Warrants, exercisable for one share of Common Stock at an exercise price of $11.50 per share

UPH.WS

New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act:

__________Common Shares___________

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of the common stock of the Company on the New York Stock Exchange as of the last business day of the registrant’s most recently completed second fiscal quarter, June 30, 2021, was $253.8 million. Shares of common stock beneficially owned by each executive officer, director, and holder of more than 10% of our common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. o Yes o No

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

The registrant had outstanding 142,950,719 shares of common stock, $0.0001 par value per share, as of April 22, 2022.

DOCUMENTS INCORPORATED BY REFERENCE

None.


		Pages
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	1
Item 11.	Executive Compensation	9
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	15
Item 13.	Certain Relationships and Related Transactions, and Director Independence	16
Item 14.	Principal Accountant Fees and Services	18

PART IV
Item 15.	Exhibit and Financial Statement Schedules	20
	Signatures	24


Named Executive Officer						Title
Dr. Ramesh Balakrishnan						Chief Executive Officer
Martin S. A. Beck						Chief Financial Officer
Dr. Alfonso W. Gatmaitan						Chief Operating Officer


Executive & Title	2021 Base Salary
Dr. Ramesh Balakrishnan	$	408,000
Martin S. A. Beck	$	350,000
Dr. Alfonso W. Gatmaitan	$	300,000


Name and Principal Position	Year	Base Salary ($)		Bonus ($) (1)		RSUs Awards ($) (2)		All Other Compensation ($)		Total ($)
Dr. Ramesh Balakrishnan (4) (5) (6)	2021	$	334,231	$	250,000	$	22,122,707	$	26,133	$	22,733,071
Chief Executive Officer	2020	$	240,000	$	250,000	$	—	$	39,509	$	529,509
Martin S. A. Beck (3) (7)	2021	$	492,160	$	225,000	$	850,001	$	839	$	1,568,000
Chief Financial Officer	2020	$	—	$	—	$	—	$	—	$	—
Dr. Alfonso W. Gatmaitan (3) (7) (8)	2021	$	599,207	$	500,000	$	600,000	$	1,073	$	1,700,280
Chief Operating Officer	2020	$	—	$	—	$	—	$	—	$	—


(1)			For fiscal year 2021 and 2020, all amounts represent annual bonuses that were paid in that fiscal year.

(2)			The amounts in this column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.

(3)			For fiscal year 2021, “All other compensation” consists of premium payments for group life insurance.

(4)			The bonuses paid to Dr. Balakrishnan in each of fiscal years 2020 and 2021 were for performance at Thrasys in the prior fiscal years.

(5)			“RSUs awards” for Dr. Balakrishnan for fiscal year 2021 includes $20,622,707.28 in grant date fair value for the award of 4,091,807 RSUs awarded in accord with the terms of the UpHealth Business Combination Agreement.


(6)			“All other compensation” for Dr. Balakrishnan for fiscal year 2020 consisted of $23,237 for premium payments for additional life insurance, $15,000 for company vehicle and vehicle expenses, and $1,272 for home office internet. “All other compensation” for Dr. Balakrishnan for fiscal year 2021 includes $2,896 for premium payments for group life insurance and $23,237 for premium payments for additional life insurance.

(7)			Neither of Dr. Gatmaitan or Mr. Beck received any compensation during 2020. However, pursuant to the terms of the offer letters between each such individual and UpHealth Services, Inc., these individuals were paid their 2020 accrued salary amounts (Mr. Gatmaitan–$300,000 and Mr. Beck–$196,875) upon the closing of the UpHealth Business Combination in June 2021. In addition, Mr. Gatmaitan was paid a bonus of $500,000 as an IPO success bonus upon closing of the UpHealth Business Combination. Mr. Beck received $225,000 upon closing of the UpHealth Business Combination.

(8)			On January 10, 2022, Dr. Gatmaitan submitted his resignation from his position as Chief Operating Officer of the Company effective immediately.


	Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested		Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested(3)
Name	Time-Based RSUs	Performance-Based RSUs(1)(2)
Dr. Ramesh Balakrishnan	4,480,4084(4)	388,601	$	10,906,580
Martin S. A. Beck	220,208(5)	220,207	$	986,530
Dr. Alfonso W. Gatmaitan(6)	155,440(6)	155,441	$	696,373


Name	Fees earned or paid in cash		Stock Awards ($)		RSU Awards ($) (1)		All Other Compensation ($)		Total
Dr. Chirinjeev Kathuria (2) Co-Chairman of the Board of Directors	$	47,500	$	—	$	512,871	$	—	$	560,371
Dr. Avi S. Katz (3) Co-Chairman of the Board of Directors	$	168,500	$	—	$	512,871	$	—	$	681,371
Dr. Raluca Dinu (4) Director	$	278,000	$	—	$	512,871	$	—	$	790,871
Dr. Mariya Pylypiv Director and SVP Corporate Finance (5)	$	438,731	$	—	$	600,000	$	114	$	1,038,845
Neil Miotto (6) Director	$	84,750	$	—	$	512,871	$	—	$	597,621
Nathan Locke (7) Director	$	27,500	$	—	$	335,127	$	—	$	362,627
Jerome Ringo (8) Director	$	27,500	$	—	$	512,871	$	—	$	540,371
Agnès Rey-Giraud (9) Director	$	140,250	$	—	$	512,871	$	—	$	653,121
Moshe Bar-Siman-Tov Director (10)	$	27,500	$	—	$	512,871	$	—	$	540,371


(1)			The amounts in this column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.

(2)			“Fees earned or paid in cash” consists of $47,500 paid in cash in the 2021 fiscal year for services as a director.

(3)			“Fees earned or paid in cash” consists of $88,500 paid in cash in the 2021 fiscal year for services as a director, and the remainder was paid in the 2022 fiscal year but earned in the 2021 fiscal year as consideration for services on special board committees.

(4)			“Fees earned or paid in cash” consists of $83,000 paid in cash in the 2021 fiscal year for services as a director, and the remainder was paid in the 2022 fiscal year but earned in the 2021 fiscal year as consideration for services on special board committees.

(5)			Dr. Pylypiv is not an NEO, and therefore, is included in the Director Compensation table. However, she is an employee of the Company, and as a result, the compensation listed here is her compensation as an employee. Dr. Pylypiv did not receive any compensation during 2020. However, pursuant to the terms of the offer letter between Dr. Pylypiv and UpHealth Holdings, Inc., Dr. Pylypiv was paid compensation of $294,087 upon the closing of the UpHealth Business Combination in June 2021 that includes deferred compensation for 2020 of $200,000, in addition to 2021 accrued salary of $94,087. Pursuant to the terms of the offer letter between Dr. Pylypiv and UpHealth, Inc., Dr. Pylypiv was paid a salary of $144,694 for services to UpHealth, Inc. in 2021 subsequent to the closing of the UpHealth Business Combination. In addition, the “All other compensation” for Dr. Pylypiv includes $114 for premium payments for group life insurance.

(6)			“Fees earned or paid in cash” consists of $84,750 paid in cash in the 2021 fiscal year for services as a director.

(7)			“Fees earned or paid in cash” consists of $27,500 paid in cash in the 2022 fiscal year for services as a director for the 2021 fiscal year.

(8)			“Fees earned or paid in cash” consists of $27,500 paid in cash in the 2021 fiscal year for services as a director.

(9)			“Fees earned or paid in cash” consists of $41,250 paid in cash in the 2021 fiscal year for services as a director, and the remainder was paid in the 2022 fiscal year but earned in the 2021 fiscal year as consideration for services on special board committees.


Name and Address of Beneficial Owner(1)	Number of Shares of Common Stock	% of Class
Dr. Ramesh Balakrishnan(2)	8,572,516	5.82	%
Martin S. A. Beck(3)	3,157,130	2.21	%
Dr. Alfonso Gatmaitan(4)	1,183,460	0.83	%
Dr. Chirinjeev Kathuria(5)(6)	43,158,752	30.18	%
Dr. Avi S. Katz(5)(7)	5,066,458	3.53	%
Dr. Raluca Dinu(5)	58,309	*
Dr. Mariya Pylypiv(8)	7,543,457	5.28	%
Neil Miotto(5)(9)	5,093,858	3.55	%
Nathan Locke(5)	58,309	*
Jerome Ringo(5)	58,309	*
Agnès Rey-Giraud(5)	63,309	*
Moshe Bar-Siman-Tov(5)	58,309	*
All directors and executive officers (12 individuals) as a group	69,066,627	46.63	%
*Less than 1%


	Year Ended December 31,
Type of Fees	2021		2020
Audit Fees(1)	$	1,437,500	$	81,584
Audit-Related Fees(2)	80,500		18,738
Tax Fees(3)	20,930		6,420
All Other Fees(4)	—		—
Total	$	1,538,930	$	106,742


			(1)			Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of UpHealth’s year-end consolidated financial statements, reviews of the quarterly condensed consolidated financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings.
			(2)			Audit-Related Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial statements and are not reported under “Audit Fees.” These services include comfort letters and consents related to the filings of registration statements.
			(3)			Tax Fees. Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice.
			(4)			All Other Fees. All other fees consist of fees billed for all other services.


*			Filed herein.

**			Previously filed.

***			Previously filed with the registrant’s Annual Report on Form 10-K filed with the SEC on April 18, 2022.

†			Certain exhibits and schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish a copy of the omitted exhibits and schedules to the SEC on a supplemental basis upon its request.

#			Indicates management contract or compensatory plan or arrangement.


(1)			The business address of Dr. Katz, Dr. Dinu and Mr. Miotto is 1731 Embarcadero Rd., Suite 200, Palo Alto, CA 94303. The business address of each of the other individuals is c/o UpHealth, Inc., 14000 S. Military Trail, Suite 203, Delray Beach, FL 33484.
(2)			Includes 4,221,341 RSUs subject to vesting within 60 days of this Amendment No. 1.
(3)			Includes (i) 73,403 RSUs subject to vesting within 60 days of the date of this Amendment No. 1, (ii) 1,861,645 shares held by Rewi Enterprises LLC (of which Mr. Beck is the sole owner) and (iii) 1,222,082 shares held by TTC Healthcare Partners, LLC (“Partners”) (of which Mr. Beck is an equity owner and chairman of the board of directors), for which Mr. Beck may be deemed the beneficial owner. Mr. Beck disclaims beneficial ownership of the shares held by Partners.
(4)			Dr. Gatmaitan resigned as Chief Operating Officer of the Company effective January 10, 2022. The number of shares reported is pursuant to a Form 4 filed on January 12, 2022.
(5)			Includes 40,376 RSUs subject to vesting within 60 days of the date of this Amendment No. 1.
(6)			Includes 4,688,365 shares of Common Stock pledged in support of Dr. Kathuria’s potential obligation to forfeit and transfer 4,688,365 shares of Common Stock to the former members of Cloudbreak in connection with the Company’s business combination with Cloudbreak.
(7)			Includes (i) 4,524,299 shares of Common Stock and (ii) 481,250 shares of Common Stock underlying warrants, all held by GigAcquisitions2, LLC (the “Sponsor”). The securities held by the Sponsor are beneficially owned by Dr. Katz, the co-chairman of the Company’s board of directors and the manager of the Sponsor, who has sole voting and dispositive power over the shares held by the Sponsor.
(8)			Includes (i) 811,635 shares of Common Stock pledged in support of Dr. Pylypiv’s potential obligation to forfeit and transfer 811,635 shares of Common Stock to the former members of Cloudbreak in connection with the Company’s business combination with Cloudbreak and (ii) 51,813 RSUs subject to vesting within 60 days of this Amendment No. 1.
(9)			Includes (i) 4,524,299 shares of Common Stock and (ii) 481,250 shares of Common Stock underlying warrants, all held by the Sponsor. Mr. Miotto holds a 1% economic interest in the Sponsor. Mr. Miotto is a member of GigFounders, LLC (“GigFounders”), which has a financial and voting interest in the Sponsor as a member of the Sponsor and that entitles this partnership to participate in any economic return of the Sponsor in accordance with terms negotiated with the other holders of financial and voting interests in the Sponsor. Accordingly, the shares of Common Stock held by the Sponsor, subject to the interests of such other holders, are indirectly and beneficially owned by Mr. Miotto by virtue of his financial interest in GigFounders.


Exhibit No.						Description
2.1†**						UpHealth Business Combination Agreement, dated as of November 20, 2020 (as amended by the First Amendment dated as of January 29, 2021, the Second Amendment, dated as of March 23, 2021, and the Third Amendment, dated as of April 23, 2021), by and among GigCapital2, Inc., UpHealth Merger Sub, Inc. and UpHealth Holdings, Inc. (included as Annex A to GigCapital2, Inc.’s Proxy Statement/Prospectus filed under Rule 424(b)(3) on May 13, 2021).

2.2†**						Cloudbreak Business Combination Agreement, dated as of November 20, 2020 (as amended by the Amendment, dated as of April 23, 2021), by and among GigCapital2, Inc., Cloudbreak Merger Sub, LLC. Cloudbreak Health, 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 GigCapital2, Inc.’s 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 GigCapital2, Inc.’s Current Report on Form 8-K, filed by the Registrant 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 (incorporated by reference to Exhibit 2.4 to UpHealth, Inc.’s Current Report on Form 8-K filed with the SEC on June 15, 2021).

3.1**						Second Amended and Restated Certificate of Incorporation of UpHealth, Inc. (incorporated by reference to Exhibit 3.1 to UpHealth, Inc.’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 UpHealth, Inc.’s Current Report on Form 8-K filed with the SEC on June 14, 2021).

4.1**						Specimen Common Stock Certificate of GigCapital2, Inc. (incorporated by reference to Exhibit 4.2 of GiGapital2, Inc.’s Form S-1/A filed with the SEC on May 22, 2019).

4.2**						Specimen Warrant Certificate of GigCapital2, Inc. (incorporated by reference to Exhibit 4.3 of GigCapital2, Inc.’s Form S-1/A filed with the SEC on May 22, 2019).

4.3**						Amended and Restated Warrant Agreement, dated June 9, 2021, by and between GigCapital2, Inc. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to UpHealth, Inc.’s Current Report on Form 8-K/A filed with the SEC on June 15, 2021).

4.4**						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 (incorporated by reference to Exhibit 4.2 to UpHealth, Inc.’s Current Report on Form 8-K/A filed with the SEC on June 15, 2021).

10.1†**						Agreement and Plan of Merger, by and among UpHealth Holdings, Inc., UpHealth BHS Merger Sub, Inc., Behavioral Health Service, LLC and AM Physicians LLC, dated as of November 2, 2020 (included as Exhibit 2.3 to GigCapital2, Inc.’s Form S-4/A filed with the SEC on March 23, 2021).

10.2**						Waiver and First Amendment to Agreement and Plan of Merger, by and among UpHealth Holdings, Inc., UpHealth BHS Merger Sub, Inc., BHS Merger Sub 1, LLC, Behavioral Health Service, LLC and the AM Physicians LLC, dated as of November 20, 2020 (included as Exhibit 2.4 to GigCapital2, Inc.’s Form S-4/A filed with the SEC on March 23, 2021).

10.3**						Second Amendment to Agreement and Plan of Merger, by and among UpHealth Holdings, Inc., Behavioral Health Service, LLC and the AM Physicians LLC, dated as of February 6, 2021 (included as Exhibit 2.5 to GigCapital2, Inc.’s Form S-4/A filed with the SEC on March 23, 2021).


Exhibit No.						Description
10.4†**						Agreement and Plan of Merger, by and among UpHealth Holdings, Inc., UpHealth MedQuest Merger Sub, Inc., Innovations Group, Inc. and Jeffrey R. Bray, dated as of November 2, 2020 (included as Exhibit 2.6 to GigCapital2, Inc.’s Form S-4/A filed with the SEC on March 23, 2021).

10.5**						First Amendment to Agreement and Plan of Merger, by and among UpHealth Holdings, Inc., UpHealth MedQuest Merger Sub, Inc., Innovations Group, Inc. and Jeffrey R. Bray, dated as of January 19, 2021 (included as Exhibit 2.7 to GigCapital2, Inc.’s Form S-4/A filed with the SEC on March 23, 2021).

10.6†**						Amended and Restated Agreement and Plan of Merger, by and among UpHealth Holdings, Inc., UpHealth Thrasys Merger Sub, Inc., Thrasys, Inc. and Shareholder Representative Services LLC, dated as of November 20, 2020 (included as Exhibit 2.8 to GigCapital2, Inc.’s Form S-4/A filed with the SEC on March 23, 2021).

10.7**						First Amendment to Amended and Restated Agreement and Plan of Merger, by and among UpHealth Holdings, Inc., Thrasys, Inc. and Shareholder Representative Services LLC, dated as of February 17, 2021 (included as Exhibit 2.9 to GigCapital2, Inc.’s Form S-4/A filed with the SEC on March 23, 2021).

10.8†**						Agreement and Plan of Merger, by and among UpHealth Holdings, Inc., UpHealth TTC Merger Sub, Inc., TTC Healthcare, Inc. and TTC Healthcare Partners, LLC, dated as of October 30, 2020 (included as Exhibit 2.10 to GigCapital2, Inc.’s Form S-4/A filed with the SEC on March 23, 2021).

10.9**						Waiver and First Amendment to Agreement and Plan of Merger, by and among UpHealth Holdings, Inc., UpHealth TTC Merger Sub, Inc., TTC Healthcare, Inc. and TTC Healthcare Partners, LLC, dated as of January 25, 2021 (included as Exhibit 2.11 to GigCapital2, Inc.’s Form S-4/A filed with the SEC on March 23, 2021).

10.10**						Second Amendment to Agreement and Plan of Merger, by and among UpHealth Holdings, Inc., UpHealth TTC Merger Sub, Inc., TTC Healthcare, Inc. and TTC Healthcare Partners, LLC, dated as of February 8, 2021 (included as Exhibit 2.12 to GigCapital2, Inc.’s Form S-4/A filed with the SEC on March 23, 2021).

10.11**						Forward Share Purchase Agreement dated June 3, 2021, by and between GigCapital2, Inc. and Kepos Alpha Master Fund L.P. (incorporated by reference to Exhibit 10.1 to GigCapital2, Inc.’s Current Report on Form 8-K, filed by the Registrant on June 4, 2021).

10.12**						Amendment to Forward Share Purchase Agreement dated August 10, 2021, by and between UpHealth, Inc. and Kepos Alpha Master Fund L.P. (incorporated by reference to Exhibit 10.1 to UpHealth, Inc.'s Current Report on Form 8-K, filed with the SEC on August 12, 2021.

10.13**						Registration Rights and Lockup Agreement, dated June 9, 2021, by and among UpHealth, Inc. and certain stockholders (Cloudbreak) (incorporated by reference to Exhibit 10.4 to UpHealth, Inc.’s Current Report on Form 8-K/A filed with the SEC on June 15, 2021).

10.14**						Registration Rights and Lockup Agreement, dated June 9, 2021, by and among UpHealth, Inc. and certain stockholders (UpHealth Holdings) (incorporated by reference to Exhibit 10.5 to UpHealth, Inc.’s Current Report on Form 8-K/A filed with the SEC on June 15, 2021).

10.15#**						Cloudbreak Health LLC 2015 Unit Incentive Plan (incorporated by reference to Exhibit 10.6 to UpHealth, Inc.’s Current Report on Form 8-K/A filed with the SEC on June 15, 2021).

10.16#**						Form of Cloudbreak Health LLC Unit Option Agreement (incorporated by reference to Exhibit 10.7 to UpHealth, Inc.’s Current Report on Form 8-K/A filed with the SEC on June 15, 2021).

10.17#**						2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to UpHealth, Inc.’s Current Report on Form 8-K/A filed with the SEC on June 15, 2021).

10.18**						Form of PIPE Subscription Agreement (included as Annex I to GigCapital2’s proxy statement/prospectus filed with the SEC on February 8, 2021).

10.19**						Form of Convertible Note Subscription Agreement (included as Annex J to GigCapital2’s proxy statement/prospectus filed with the SEC on February 8, 2021).

10.20**						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).


Exhibit No.						Description
10.21**						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).

10.22**						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).

10.23#**						Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.9 to UpHealth, Inc.’s Current Report on Form 8-K/A filed with the SEC on June 15, 2021).

10.24#**						Form of Option Agreement (incorporated by reference to Exhibit 10.10 to UpHealth, Inc.’s Current Report on Form 8-K/A filed with the SEC on June 15, 2021).

10.25#**						Employment Agreement dated October 24, 2021, by and between UpHealth, Inc. and Martin Beck. (included as Exhibit 10.3 to UpHealth, Inc.’s Form 8-K filed with the SEC on October 25, 2021).

10.26#**						Letter of Offer of Employment for Al Gatmaitan, entered into October 19, 2021 (included as Exhibit 10.1 to UpHealth, Inc.’s Form 8-K filed with the SEC on October 25, 2021).

10.27#**						Amended & Restated Employment Offer Letter (Martin S.A. Beck) (included as Exhibit 10.10 to GigCapital2’s Form S-4/A filed with the SEC on March 23, 2021).

10.28#**						Amended & Restated Employment Offer Letter (Alfonso W. Gatmaitan) (included as Exhibit 10.11 to GigCapital2’s Form S-4/A filed with the SEC on March 23, 2021).

10.29#**						Amended & Restated Employment Offer Letter (Chirinjeev Kathuria) (included as Exhibit 10.12 to GigCapital2, Inc.’s Form S-4/A filed with the SEC on March 23, 2021).

10.30#**						Amended & Restated Employment Offer Letter (Mariya Pylypiv) (included as Exhibit 10.13 to GigCapital2, Inc.’s Form S-4/A filed with the SEC on March 23, 2021).

10.31#**						Employment Agreement dated October 23, 2021, by and between UpHealth, Inc. and Dr. Ramesh Balakrishnan (included as Exhibit 10.2 to UpHealth, Inc.’s Form 8-K filed with the SEC on October 25, 2021).

10.32**						Amendment No.2 to Forward Share Purchase Agreement dated January 7, 2022, by and between UpHealth, Inc.(formerly known as GigCapital2, Inc.) and Kepos Alpha Master Fund L.P. (incorporated by reference to Exhibit 10.1 to UpHealth, Inc.’s Current Report on Form 8-K, filed with the SEC on January 11, 2022).

10.33#**						Separation Agreement and Release dated January 10, 2022, by and between UpHealth, Inc. and Al Gatmaitan (included as Exhibit 10.1 to UpHealth, Inc.’s Form 8-K filed with the SEC on January 12, 2022).

10.34†**						McKinsey Project Commercial Agreement, dated March 15, 2022, by and between UpHealth, Inc. and its affiliates and McKinsey & Company, Inc. United States and its affiliates (incorporated by reference to Exhibit 10.1 to UpHealth, Inc.’s Form 8-K filed with the SEC on March 16, 2022).

21.1*						Subsidiaries of the Registrant.

23.1***						Consent of Plante & Moran, PLLC, with respect to UpHealth, Inc.

31.1*						Rule 13a-14(a) Certification of Chief Executive Officer.

31.2*						Rule 13a-14(a) Certification of Chief Financial Officer.

32.1***						Section 1350 Certification of Chief Executive Officer.

32.2***						Section 1350 Certification of Chief Financial Officer.

101.INS*						XBRL Instance Document

101.SCH*						XBRL Taxonomy Extension Schema Document

101.CAL*						XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*						XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*						XBRL Taxonomy Extension Labels Linkbase Document

101.PRE*						XBRL Taxonomy Extension Presentation Linkbase Document

104*						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


Dated: April 29, 2022	UPHEALTH, INC.

	By:	/s/ Dr. Ramesh Balakrishnan
	Name:	Dr. Ramesh Balakrishnan
	Title:	Chief Executive Officer

SEC Form 10-K/A filed by UpHealth Inc. (Amendment)