REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 9th, 2023 • UpHealth, Inc. • Services-health services
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
GIGCAPITAL2, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • June 15th, 2021 • UpHealth, Inc. • Blank checks • New York
THIS AMENDED AND RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of June 9, 2021, is by and between GigCapital2, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
15,000,000 Units GIGCAPITAL2, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 10th, 2019 • GigCapital2, Inc. • Blank checks • New York
GigCapital2, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto, for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
INDEMNITY AGREEMENTIndemnity Agreement • June 15th, 2021 • UpHealth, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between UpHealth, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
JOINT FILING AGREEMENTJoint Filing Agreement • August 11th, 2022 • UpHealth, Inc. • Services-health services
In accordance with the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on any Form 3, Form 4, Form 5, Schedule 13D or Schedule 13G, and any and all amendments thereto relating to shares of Common Stock, par value $0.0001 per share, of UpHealth, Inc., a company incorporated under the laws of Delaware. This Joint Filing Agreement shall be included as an Exhibit to such joint filing, and may be executed in any number of counterparts all of which together shall constitute one and the same instrument.
UPHEALTH, INC., THE SUBSIDIARY GUARANTORS AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent INDENTURE Dated as of August 18, 2022 Variable Rate Convertible Senior Secured Notes due 2025Indenture • August 19th, 2022 • UpHealth, Inc. • Services-health services • New York
INDENTURE dated as of August 18, 2022 among UPHEALTH, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), the Subsidiary Guarantors from time to time party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01) and as collateral agent (the “Collateral Agent,” as more fully set forth in Section 1.01).
SERIES B COMMON STOCK PURCHASE WARRANT UPHEALTH, INC.Warrant Agreement • March 9th, 2023 • UpHealth, Inc. • Services-health services
THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after September 13, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 13, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from UpHealth, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
JOINT FILING AGREEMENT In accordance with the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on any Form 3, Form 4, Form 5, Schedule 13D or Schedule 13G, and any...Joint Filing Agreement • August 11th, 2022 • UpHealth, Inc. • Services-health services
In accordance with the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on any Form 3, Form 4, Form 5, Schedule 13D or Schedule 13G, and any and all amendments thereto relating to shares of Common Stock, par value $0.0001 per share, of UpHealth, Inc., a company incorporated under the laws of Delaware. This Joint Filing Agreement shall be included as an Exhibit to such joint filing, and may be executed in any number of counterparts all of which together shall constitute one and the same instrument.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 9th, 2023 • UpHealth, Inc. • Services-health services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 9, 2023, between UpHealth, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • January 21st, 2021 • GigCapital2, Inc. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on January 20, 2021, by and between GigCapital2, Inc., a Delaware corporation (the “Company”), and [•] (“Subscriber”).
EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017 June 5, 2019Advisory Agreement • June 10th, 2019 • GigCapital2, Inc. • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 10th, 2019 • GigCapital2, Inc. • Blank checks • New York
This Agreement is made as of June 10, 2019 by and between GigCapital2, Inc. (the “Company”), having its principal office located at 2479 E. Bayshore Rd., Suite 200, Palo Alto, CA 94303 and Continental Stock Transfer & Trust Company (the “Trustee”) located at 1 State Street, 30th Floor, New York, New York 10004.
GigCapital2, Inc. Palo Alto, CA 94303Subscription Agreement • May 9th, 2019 • GigCapital2, Inc. • Blank checks • New York
On March 12, 2019, Northland Gig 2 Investment LLC, a Delaware limited liability company (the “Subscriber” or “you”), pursuant to the terms of a Subscription Agreement (the “Original Agreement”) with GigCapital2, Inc., a Delaware corporation (the “Company”), purchased from the Company 121,875 shares of the common stock, $.0001 par value per share (“Common Stock”) of the Company, and subsequent to such date, the Company has declared and issued to Subscriber an additional 60,084 shares through a stock dividend (collectively, such 181,959 shares constitute the “Founder Shares”). Concurrently with the amendment and restatement of the Original Agreement through the entry into this Amended and Restated Subscription Agreement for Founder Shares (this “Agreement”), the Subscriber is selling 31,959 Founder Shares to EarlyBirdCapital, Inc. and certain of its affiliates. Following such sale, up to 19,565 Founder Shares are subject to complete or partial forfeiture by you if the underwriters of the
JOINT FILING AGREEMENT In accordance with the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on any Form 3, Form 4, Form 5, Schedule 13D or Schedule 13G, and any...Joint Filing Agreement • June 7th, 2022 • UpHealth, Inc. • Services-health services
In accordance with the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on any Form 3, Form 4, Form 5, Schedule 13D or Schedule 13G, and any and all amendments thereto relating to shares of Common Stock, par value $0.0001 per share, of UpHealth, Inc., a company incorporated under the laws of Delaware. This Joint Filing Agreement shall be included as an Exhibit to such joint filing, and may be executed in any number of counterparts all of which together shall constitute one and the same instrument.
23,000,000 Shares of Common Stock UPHEALTH, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 5th, 2021 • UpHealth, Inc. • Blank checks • New York
UpHealth, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Oppenheimer & Co. Inc., as representative (the “Representative”) of the several underwriters named in Schedule I hereto (each, an “Underwriter”), an aggregate of 23,000,000 authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”). In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 3,450,000 shares (the “Option Shares”) of Common Stock. The Firm Shares and the Option Shares are collectively called the “Shares.”
UPHEALTH, INC. STOCK OPTION AGREEMENT (U.S. Participants)Stock Option Agreement • June 15th, 2021 • UpHealth, Inc. • Blank checks • Delaware
UpHealth, Inc., a Delaware corporation (the “Company”), has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purchase a number of shares of Stock upon the terms and conditions set forth in the Grant Notice and this Option Agreement. The Option has been granted pursuant to and shall in all respects be subject to the terms and conditions of the UpHealth, Inc. 2021 Equity Incentive Plan (the “Plan”), as amended, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of, and represents that the Participant has read and is familiar with, the Grant Notice, this Option Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of shares issuable pursuant to the Option (the “Plan Prospectus”), (
UPHEALTH, INC. INDUCEMENT EQUITY INCENTIVE PLAN RESTRICTED STOCK UNITS AGREEMENTRestricted Stock Units Agreement • May 11th, 2023 • UpHealth, Inc. • Services-health services • Delaware
UpHealth, Inc., a Delaware corporation (the “Company”), has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the “Grant Notice”) to which this Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units (each a “Unit”) subject to the terms and conditions set forth in the Grant Notice and this Agreement. The Award has been granted pursuant to and shall in all respects be subject to the terms and conditions of the UpHealth, Inc. Inducement Equity Incentive Plan (the “Plan”), as amended, the provisions of which are incorporated herein by reference. By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “Plan Prospec
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • June 10th, 2019 • GigCapital2, Inc. • Blank checks • New York
THIS UNIT PURCHASE AGREEMENT, dated as of June 5, 2019 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between GigCapital2, Inc., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., a Delaware corporation (the “Purchaser”).
GIGCAPITAL2, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY RIGHT AGREEMENTRight Agreement • June 10th, 2019 • GigCapital2, Inc. • Blank checks • New York
THIS RIGHT AGREEMENT (this “Agreement”) is made as of June 10, 2019 is by and between GigCapital2, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Rights Agent”).
AMENDED AND RESTATED STRATEGIC SERVICES AGREEMENTStrategic Services Agreement • July 6th, 2020 • GigCapital2, Inc. • Blank checks • California
GigCapital2, Inc. whose current address is 1731 Embarcadero Road Ste. 200, Palo Alto, CA 94303 (the “Company”), and Walter Bradford Weightman (by and between hereinafter referred to as the “Strategic Consultant”, which expression shall unless it be repugnant to the context or meaning thereof, deemed to mean and include his heirs, legal representatives, liquidators, executors, successors and assigns), entered into a “Strategic Services Agreement” on August 6, 2019, to be effective on August 12, 2019 (the “Effective Date”), which Company and Strategic Consultant are amending and restating in its entirety as of June 30, 2020. The Company and Strategic Consultant are hereinafter referred to singly as a “Party” and together as the “Parties”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 10th, 2019 • GigCapital2, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 5th day of June, 2019, by and among GigCapital2, Inc., a Delaware corporation (the “Company”), and the undersigned parties listed under Holders on the signature page hereto (each such party, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2, a “Holder” and collectively, the “Holders”).
June 5, 2019Underwriting Agreement • June 10th, 2019 • GigCapital2, Inc. • Blank checks • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between GigCapital2, Inc., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. (“EarlyBird”), as representative (the “Representative”) of the several Underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each consisting of one share of the Company’s common stock, par value $0.0001 per share (“Common Stock” and such shares included in the Units, “Offering Shares”), one right to receive one twentieth (1/20) of one share of Common Stock (the “Right”) and one warrant to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment (the warrants included in the Units sold, the “Offering Warrants”). Capitalized terms used herein but not defined in context are defined in paragraph 12 here
SERIES A COMMON STOCK PURCHASE WARRANT UPHEALTH, INC.Series a Common Stock Purchase Warrant • March 9th, 2023 • UpHealth, Inc. • Services-health services
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received,____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after September 13, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on September 13, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from UpHealth, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
GigCapital2, Inc. Palo Alto, CA 94303Subscription Agreement for Founder Shares • May 9th, 2019 • GigCapital2, Inc. • Blank checks • New York
On March 12, 2019, GigAcquisitions2, LLC, a Delaware limited liability company (the “Subscriber” or “you”), pursuant to the terms of a Subscription Agreement for Founder Shares (the Original Agreement”) with GigCapital2, Inc., a Delaware corporation (the “Company”), purchased from the Company 2,378,125 shares of the common stock, $.0001 par value per share (“Common Stock”) of the Company, and subsequent to such date, the Company has declared and issued to Subscriber an additional 1,172,416 shares through a stock dividend (collectively, such 3,550,541 shares constitute the “Founder Shares”). Concurrently with the amendment and restatement of the Original Agreement through the entry into this Amended and Restated Subscription Agreement for Founder Shares (this “Agreement”), the Subscriber is selling 68,041 Founder Shares to EarlyBirdCapital, Inc. and certain of its affiliates. Following such sale, up to 454,891 Founder Shares are subject to complete or partial forfeiture by you if the un
EARLYBIRDCAPITAL, INC. 366 Madison Avenue New York, New York 10017Merger Agreement • May 22nd, 2019 • GigCapital2, Inc. • Blank checks • New York
June 5, 2019Underwriting Agreement • June 10th, 2019 • GigCapital2, Inc. • Blank checks • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between GigCapital2, Inc., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. (“EarlyBird”), as representative (the “Representative”) of the several Underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each consisting of one share of the Company’s common stock, par value $0.0001 per share (“Common Stock” and such shares included in the Units, “Offering Shares”), one right to receive one twentieth (1/20) of one share of Common Stock (the “Right”) and one warrant to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment (the warrants included in the Units sold, the “Offering Warrants”). Capitalized terms used herein but not defined in context are defined in paragraph 14 here
REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • June 15th, 2021 • UpHealth, Inc. • Blank checks • New York
This Registration Rights and Lock-Up Agreement (this “Agreement”) is made and entered into as of June 9, 2021 by and among UpHealth, Inc., a Delaware corporation f/k/a GigCapital2, Inc. (the “Company”) and the parties listed on Schedule A hereto (each, a “Holder” and collectively, the “Holders”). Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • April 5th, 2024 • UpHealth, Inc. • Services-health services • California
This Employment Agreement (the “Agreement”) is entered into as of March 14, 2024 by and between Jay Jennings (the “Executive”) and UpHealth, Inc. (the “Company”; the Executive and the Company are collectively referred to as the “Parties”) and is effective as of January 1, 2024 (the “Effective Date”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • January 21st, 2021 • GigCapital2, Inc. • Blank checks • New York
INDENTURE dated as of [ ], 2021 between UPHEALTH, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
GigCapital2, Inc.Administrative Services Agreement • May 9th, 2019 • GigCapital2, Inc. • Blank checks • New York
This letter will confirm our agreement that, commencing on the date the securities of GigCapital2, Inc. (the “Company”) are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), GigFounders, LLC (“GigFounders”) shall make available to the Company, at 2479 E. Bayshore Rd., Suite 200, Palo Alto, CA 94303 (or any successor location), certain office space, utilities, and general office, receptionist and secretarial support and other administrative services as may be reasonably required by the Company. In exchange therefor, the Company shall pay GigFounders the sum of $20,000 per
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 10th, 2019 • GigCapital2, Inc. • Blank checks • New York
THIS SHARE PURCHASE AGREEMENT, dated as of June 5, 2019 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between GigCapital2, Inc., a Delaware corporation (the “Company”), and Northland Securities, Inc., a Minnesota corporation (the “Purchaser”).
FOURTH AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • June 2nd, 2021 • GigCapital2, Inc. • Blank checks • Delaware
This Fourth Amendment to Business Combination Agreement (the “Amendment”) is effective as of May 30, 2021, by and among UpHealth Holdings, Inc., a Delaware corporation (“Holdings”), GigCapital2, Inc., a Delaware corporation (“GigCapital2”) and UpHealth Merger Sub, Inc., a Delaware corporation (“Merger Sub,” and together with Holdings and GigCapital2, the “Parties,” and individually, a “Party”). Certain capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning ascribed to such terms in the BCA (as defined below).
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, 2020Merger Agreement • March 23rd, 2021 • GigCapital2, Inc. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 30 2020, is entered into among UpHealth Holdings, Inc., a Delaware corporation (“Holdings”), UpHealth TTC Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Holdings (“Merger Sub”), TTC Healthcare, Inc., a Delaware corporation (the “Company”), and TTC Healthcare Partners, LLC, a Delaware limited liability company (“Company Parent”).
UpHealthEmployment Agreement • October 25th, 2021 • UpHealth, Inc. • Services-health services • California
On behalf of UpHealth, Inc. (the “Company”), I am pleased to confirm your continued employment in the position of Chief Operating Officer located in Houston, Texas. This letter agreement (this “Letter Agreement”) sets forth the terms and conditions of your ongoing employment with the Company. It is important that you understand clearly both what your compensation and benefits are and what the Company expects of you. By signing this Letter Agreement, you will be accepting continued at-will employment on the following terms. For purposes of this Letter Agreement, you are referred to herein as the “Executive.”
SECURITY AND PLEDGE AGREEMENT Dated as of February 9, 2024 among Each Grantor From Time to time Party Hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION as the Collateral Agent for the Secured PartiesSecurity and Pledge Agreement • February 15th, 2024 • UpHealth, Inc. • Services-health services • New York
SECURITY AND PLEDGE AGREEMENT dated as of February 9, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) by and among the Grantors listed on the signature pages hereof and those additional Persons that hereafter become parties hereto by executing a Joinder (the “Grantors,” as more fully set forth in Section 1), and The Bank of New York Mellon Trust Company, N.A., successor to Wilmington Trust, National Association, as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent,” as more fully set forth in Section 1).
