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.”
