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”).
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”).
UPHEALTH, INC. AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 9, 2021 6.25% Convertible Senior Notes due 2026Indenture • June 15th, 2021 • UpHealth, Inc. • Blank checks • New York
INDENTURE dated as of June 9, 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).
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. RESTRICTED STOCK UNITS AGREEMENT (U.S. Participants)Restricted Stock Units 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 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. 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 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 Prospectus”),
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).
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • June 15th, 2021 • UpHealth, Inc. • Blank checks • Delaware
This Second Amendment to Business Combination Agreement (the “Amendment”) is effective as of June 9, 2021, by and among GigCapital2, Inc., a Delaware corporation (“GigCapital2”), Cloudbreak Health, LLC, a Delaware limited liability company (“Cloudbreak”), and Cloudbreak Health Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), UpHealth Holdings, Inc., a Delaware corporation (“UpHealth”), Chirinjeev Kathuria and Mariya Pylypiv (together, the “Significant UpHealth Stockholders”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the Members (together with GigCapital2, Cloudbreak, Merger Sub, UpHealth and the Significant UpHealth Stockholders, 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).
CLOUDBREAK HEALTH, LLC UNIT OPTION AGREEMENTUnit Option Agreement • June 15th, 2021 • UpHealth, Inc. • Blank checks • Delaware
THIS UNIT OPTION AGREEMENT (the “Agreement”), dated as of ___________ __, 20__ (the “Grant Date”) is by and between Cloudbreak Health, LLC, a Delaware limited liability company (the “Company”), and _______________ (“Optionee”).
