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Form 3/A UpHealth, Inc. For: May 26 Filed by: Azim Richa Sana

August 11, 2022 8:01 PM EDT

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FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Eligere Ltd Liability Co

(Last) (First) (Middle)
9 HAWSER WAY

(Street)
RANDOLPH NJ 07869

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/26/2022
3. Issuer Name and Ticker or Trading Symbol
UpHealth, Inc. [ UPH ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
06/06/2022
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.0001 par value (1) (2) (3) 6,116,842
D (4)
 
Common Stock, $0.0001 par value (1) (2) (3) 6,116,842
I
By Saima Siddiqui, as sole member of Eligere Limited Liability Company (5)
Common Stock, $0.0001 par value (1) (2) (3) 75,000
I
By Saima Siddiqui, as officer and co-director with spouse of Health Ventures Inc. (6)
Common Stock, $0.0001 par value (1) (2) (3) 684,981
D (7)
 
Common Stock, $0.0001 par value (1) (2) (3) 2,716,319
D (8)
 
Common Stock, $0.0001 par value (1) (2) (3) 2,715,542
D (9)
 
Common Stock, $0.0001 par value (1) (2) (3) 2,716,319
I
By Richa Sana Azim, through spouse (10)
Common Stock, $0.0001 par value (1) (2) (3) 684,981
I
By Richa Sana Azim, as co-director with spouse of Kimberlite Social Infra Private Limited (11)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. This Form 3 (this "Amended Form 3") is filed to amend the Form 3 that was originally filed with the Securities and Exchange Commission (the "SEC") on June 6, 2022 (the "Original Form 3") by Eligere Limited Liability Company ("Eligere"), Kimberlite Social Infra Private Limited ("Kimberlite"), and Syed Sabahat Azim ("Dr. Azim"; together with Eligere and Kimberlite, the "Original Filers"). This Amended Form is filed jointly by the Original Filers and two additional filers: Richa Sana Azim ("Ms. Azim") and Saima Siddiqui ("Ms. Siddiqui") (each such filer to this Amended Form 3, a "Reporting Person"; collectively, the "Reporting Persons").
2. As disclosed by the Reporting Persons in that certain Amendment No. 4 to Schedule 13D filed with the SEC on July 1, 2022 (the "Amended Schedule 13D"), the Original Filers, Ms. Azim, and certain other stockholders of the Issuer (collectively, the "Stockholder Group") formed a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934 (the "Exchange Act") on May 26, 2022. The Stockholder Group collectively owns a majority of the Issuer's issued and outstanding shares of Common Stock (the "Shares"), and each of the Original Filers and Ms. Azim, as members of the Stockholder Group, is deemed to be a 10% owner of the Issuer. In connection with becoming 10% owners upon the Stockholder Group's formation, some members of the Stockholder Group filed separate Form 3s from the Reporting Persons. As disclosed in the Amended Schedule 13D, Ms. Siddiqui did not individually join the Stockholder Group.
3. Each Reporting Person expressly disclaims beneficial ownership of the Shares reported in this Amended Form 3 and any other Form 3 filed by members of the Stockholder Group except to the extent of such Reporting Person's pecuniary interest therein. The filing of this Form 3 shall not be deemed an admission that any Reporting Person is the beneficial owner of the Shares reported herein for purposes of Section 16 of the Exchange Act or otherwise. Information provided in this Form 3 with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person is responsible for the accuracy or completeness of information supplied by any other Reporting Person.
4. Represents Shares that are held of record by Eligere for the benefit of Kimberlite, Dr. Azim, and Ms. Azim (the "Option Holders"). The Original Form 3 reported these Shares as being directly held of record by Eligere and indirectly beneficially owned by the Option Holders. The Shares were received in connection with the merger of UpHealth Holdings, Inc. ("Holdings") into a subsidiary of the Issuer (such merger, the "Business Combination"). Pursuant to certain Option Agreements, dated May 14, 2021, between Holdings, Eligere, each of the Option Holders, and certain other parties thereto (each such agreement, an "Option Agreement"), Eligere has voting (but not dispositive) power over the Shares and may therefore be deemed a beneficial owner of them. This Amended Form 3 clarifies that Eligere shares voting power over the Shares with Ms. Siddiqui, Eligere's sole member.
5. Represents Shares that are held indirectly by Ms. Siddiqui through Eligere, of which Ms. Siddiqui is the sole member. As reported in the Amended Schedule 13D, Ms. Siddiqui shares voting (but not dispositive) power over the Shares that are held of record by Eligere for the benefit of the Option Holders. Ms. Siddiqui may therefore be deemed a beneficial owner of the Shares.
6. Represents Shares that may be deemed to be held indirectly by Ms. Siddiqui through Health Ventures, Inc. ("Health Ventures"), the record holder of the Shares. Ms. Siddiqui's husband has sole voting and dispositive power over these Shares. Ms. Siddiqui is an officer and director of Health Ventures. Ms. Siddiqui has no voting or dispositive power over these Shares and therefore disclaims any beneficial ownership of them. This report shall not be deemed an admission that Ms. Siddiqui is the beneficial owner of these Shares for purposes of Section 16 or any other purpose.
7. Represents Shares that are beneficially owned by Kimberlite. The Original Form 3 reported these Shares as being held indirectly by Kimberlite through Eligere, the record holder of the Shares. This Amended Form 3 corrects the ownership form by reporting Kimberlite's direct beneficial ownership of the Shares by nature of its dispositive power over them. Pursuant to the Option Agreement with Kimberlite, Kimberlite can exercise an option to receive its respective Shares from Eligere at any time following the closing of the Business Combination and is therefore the beneficial owner of the Shares. The Business Combination closed on June 9, 2021.
8. Represents Shares that are beneficially owned by Dr. Azim. The Original Form 3 reported these Shares as being held indirectly by Dr. Azim through Eligere, the record holder of the Shares. This Amended Form 3 corrects the ownership form by reporting Dr. Azim's direct beneficial ownership of the Shares by nature of his dispositive power over the Shares. Pursuant to the Option Agreement with Dr. Azim, Dr. Azim can exercise an option to receive his respective Shares from Eligere at any time following the closing of the Business Combination and is therefore the beneficial owner of the Shares.
9. Represents Shares that are beneficially owned by Ms. Azim. Pursuant to the Option Agreement with Ms. Azim, Ms. Azim can exercise an option to receive her respective Shares from Eligere at any time following the closing of the Business Combination and is therefore the beneficial owner of the Shares.
10. Represents Shares that are held indirectly by Ms. Azim through her spouse, Dr. Azim.
11. Represents Shares that are held indirectly by Ms. Azim through Kimberlite, of which Ms. Azim and Dr. Azim are equity owners and sole directors.
Remarks:
Exhibit List - Exhibit 24.1: Power of Attorney (Eligere Limited Liability Company); Exhibit 24.2: Power of Attorney (Kimberlite Social Infra Private Limited); Exhibit 24.3: Power of Attorney (Syed Sabahat Azim); Exhibit 24.4: Power of Attorney (Richa Sana Azim); Exhibit 24.5: Power of Attorney (Saima Siddiqui); Exhibit 99.1: Joint Filing Statement by the Reporting Persons.
/s/ Robin K. Lehninger, as attorney-in-fact for Saima Siddiqui, the Managing Member of Eligere Limited Liability Company 08/11/2022
** Signature of Reporting Person Date
/s/ Robin K. Lehninger, as attorney-in-fact for Saima Siddiqui 08/11/2022
** Signature of Reporting Person Date
/s/ Robin K. Lehninger, as attorney-in-fact for Syed Sabahat Azim, as Director of Kimberlite Social Infra Private Limited 08/11/2022
** Signature of Reporting Person Date
/s/ Robin K. Lehninger, as attorney-in-fact for Syed Sabahat Azim 08/11/2022
** Signature of Reporting Person Date
/s/ Robin K. Lehninger, as attorney-in-fact for Richa Sana Azim 08/11/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                        ELIGERE LIMITED LIABILITY COMPANY

                                POWER OF ATTORNEY

                FOR SECTION 13 AND SECTION 16 REPORTING PURPOSES

        Know all by these presents, that the undersigned hereby constitutes and
appoints each of Kate Bechen, Timothy Caprez, Robin Lehninger, Eric Lenzen,
Thomas Vaughn and Antonia Giles, or any of them signing singly, and with full
power of substitution, as the undersigned's true and lawful attorney-in-fact
to:

        (1)     prepare and execute for and on behalf of the undersigned Forms
                3, 4, and 5 and Schedules 13D and 13G in accordance with
                Sections 13 and 16(a) of the Securities Exchange Act of 1934
                and the rules thereunder, as applicable, and any other forms or
                reports the undersigned may be required to file in connection
                with the undersigned's ownership, acquisition, or disposition
                of securities of UpHealth, Inc. (the "Company");

        (2)     do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete and
                execute any such Form 3, 4, or 5, Schedule 13D or Schedule 13G,
                or other form or report, and timely file such form or report
                with the United States Securities and Exchange Commission and
                any stock exchange or similar authority; and

        (3)     take any other action of any type whatsoever in connection with
                the foregoing, which, in the opinion of such attorney-in-fact,
                may be of benefit to, in the best interest of, or legally
                required by, the undersigned, it being understood that the
                documents executed by such attorney-in-fact on behalf of the
                undersigned pursuant to this Power of Attorney shall be in such
                form and shall contain such terms and conditions as such
                attorney-in-fact may approve in such attorney-in-fact's
                discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 13 or Section16 of the
Securities Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, or 5, Schedule 13D or
Schedule 13G with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in
a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS

        WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of June 4, 2022.

        By: /s/ Saima Siddiqui
        -------------------------------
        Name: Saima Siddiqui
        Its:  Managing Member
                        KIMBERLITE SOCIAL INFRA PRIVATE LTD.

                                POWER OF ATTORNEY

              FOR SECTION 13 AND SECTION 16 REPORTING PURPOSES

        Know all by these presents, that the undersigned hereby constitutes and
appoints each of Kate Bechen, Timothy Caprez, Robin Lehninger, Eric Lenzen,
Thomas Vaughn and Antonia Giles, or any of them signing singly, and with full
power of substitution, as the undersigned's true and lawful attorney-in-fact
to:

        (1)     prepare and execute for and on behalf of the undersigned Forms
                3, 4, and 5 and Schedules 13D and 13G in accordance with
                Sections 13 and 16(a) of the Securities Exchange Act of 1934
                and the rules thereunder, as applicable, and any other forms or
                reports the undersigned may be required to file in connection
                with the undersigned's ownership, acquisition, or disposition
                of securities of UpHealth, Inc. (the "Company");

        (2)     do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete and
                execute any such Form 3, 4, or 5, Schedule 13D or Schedule 13G,
                or other form or report, and timely file such form or report
                with the United States Securities and Exchange Commission and
                any stock exchange or similar authority; and

        (3)     take any other action of any type whatsoever in connection with
                the foregoing, which, in the opinion of such attorney-in-fact,
                may be of benefit to, in the best interest of, or legally
                required by, the undersigned, it being understood that the
                documents executed by such attorney-in-fact on behalf of the
                undersigned pursuant to this Power of Attorney shall be in such
                form and shall contain such terms and conditions as such
                attorney-in-fact may approve in such attorney-in-fact's
                discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 13 or Section16 of the
Securities Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, or 5, Schedule 13D or
Schedule 13G with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in
a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS

        WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of June 4, 2022.

        By: /s/ Syed Sabahat Azim
        -------------------------------
        Name: Syed Sabahat Azim
        Its:  Director
                                SYED SABAHAT AZIM

                                POWER OF ATTORNEY

                 FOR SECTION 13 AND SECTION 16 REPORTING PURPOSES

        Know all by these presents, that the undersigned hereby constitutes and
appoints each of Kate Bechen, Timothy Caprez, Robin Lehninger, Eric Lenzen,
Thomas Vaughn and Antonia Giles, or any of them signing singly, and with full
power of substitution, as the undersigned's true and lawful attorney-in-fact
to:

        (1)     prepare and execute for and on behalf of the undersigned Forms
                3, 4, and 5 and Schedules 13D and 13G in accordance with
                Sections 13 and 16(a) of the Securities Exchange Act of 1934
                and the rules thereunder, as applicable, and any other forms or
                reports the undersigned may be required to file in connection
                with the undersigned's ownership, acquisition, or disposition
                of securities of UpHealth, Inc. (the "Company");

        (2)     do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete and
                execute any such Form 3, 4, or 5, Schedule 13D or Schedule 13G,
                or other form or report, and timely file such form or report
                with the United States Securities and Exchange Commission and
                any stock exchange or similar authority; and

        (3)     take any other action of any type whatsoever in connection with
                the foregoing, which, in the opinion of such attorney-in-fact,
                may be of benefit to, in the best interest of, or legally
                required by, the undersigned, it being understood that the
                documents executed by such attorney-in-fact on behalf of the
                undersigned pursuant to this Power of Attorney shall be in such
                form and shall contain such terms and conditions as such
                attorney-in-fact may approve in such attorney-in-fact's
                discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 13 or Section16 of the
Securities Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, or 5, Schedule 13D or
Schedule 13G with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in
a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS

        WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of May 26, 2022.

        /s/ Syed Sabahat Azim
       -------------------------------
                  SYED SABAHAT AZIM
                                RICHA SANA AZIM

                                POWER OF ATTORNEY

               FOR SECTION 13 AND SECTION 16 REPORTING PURPOSES

        Know all by these presents, that the undersigned hereby constitutes and
appoints each of Kate Bechen, Timothy Caprez, Robin Lehninger, Eric Lenzen,
Thomas Vaughn and Antonia Giles, or any of them signing singly, and with full
power of substitution, as the undersigned's true and lawful attorney-in-fact
to:

        (1)     prepare and execute for and on behalf of the undersigned Forms
                3, 4, and 5 and Schedules 13D and 13G in accordance with
                Sections 13 and 16(a) of the Securities Exchange Act of 1934
                and the rules thereunder, as applicable, and any other forms or
                reports the undersigned may be required to file in connection
                with the undersigned's ownership, acquisition, or disposition
                of securities of UpHealth, Inc. (the "Company");

        (2)     do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete and
                execute any such Form 3, 4, or 5, Schedule 13D or Schedule 13G,
                or other form or report, and timely file such form or report
                with the United States Securities and Exchange Commission and
                any stock exchange or similar authority; and

        (3)     take any other action of any type whatsoever in connection with
                the foregoing, which, in the opinion of such attorney-in-fact,
                may be of benefit to, in the best interest of, or legally
                required by, the undersigned, it being understood that the
                documents executed by such attorney-in-fact on behalf of the
                undersigned pursuant to this Power of Attorney shall be in such
                form and shall contain such terms and conditions as such
                attorney-in-fact may approve in such attorney-in-fact's
                discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 13 or Section16 of the
Securities Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, or 5, Schedule 13D or
Schedule 13G with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in
a signed writing delivered to the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of June 4, 2022.

        /s/ Richa Sana Azim
       -------------------------------
               Richa Sana Azim
                                  SAIMA SIDDIQUI

                                POWER OF ATTORNEY

                 FOR SECTION 13 AND SECTION 16 REPORTING PURPOSES

        Know all by these presents, that the undersigned hereby constitutes and
appoints each of Kate Bechen, Timothy Caprez, Robin Lehninger, Eric Lenzen,
Thomas Vaughn and Antonia Giles, or any of them signing singly, and with full
power of substitution, as the undersigned's true and lawful attorney-in-fact
to:

        (1)     prepare and execute for and on behalf of the undersigned Forms
                3, 4, and 5 and Schedules 13D and 13G in accordance with
                Sections 13 and 16(a) of the Securities Exchange Act of 1934
                and the rules thereunder, as applicable, and any other forms or
                reports the undersigned may be required to file in connection
                with the undersigned's ownership, acquisition, or disposition
                of securities of UpHealth, Inc. (the "Company");

        (2)     do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete and
                execute any such Form 3, 4, or 5, Schedule 13D or Schedule 13G,
                or other form or report, and timely file such form or report
                with the United States Securities and Exchange Commission and
                any stock exchange or similar authority; and

        (3)     take any other action of any type whatsoever in connection with
                the foregoing, which, in the opinion of such attorney-in-fact,
                may be of benefit to, in the best interest of, or legally
                required by, the undersigned, it being understood that the
                documents executed by such attorney-in-fact on behalf of the
                undersigned pursuant to this Power of Attorney shall be in such
                form and shall contain such terms and conditions as such
                attorney-in-fact may approve in such attorney-in-fact's
                discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 13 or Section16 of the
Securities Exchange Act of 1934.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, or 5, Schedule 13D or
Schedule 13G with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in
a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS

        WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of June 4, 2022.

        /s/ Saima Siddiqui
       -------------------------------
               Saima Siddiqui
                               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
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.

          Remainder of page intentionally left blank.

        In evidence thereof, each of the undersigned, being duly authorized,
hereby execute this Joint Filing Agreement as of June 4, 2022.


                                   SYED SABAHAT AZIM

                                   By:     /s/ Syed Sabahat Azim
                                           -------------------------------
                                           Individually


                                   RICHA SANA AZIM

                                   By:     /s/ Richa Sana Azim
                                           -------------------------------
                                           Individually


                                   SAIMA SIDDIQUI

                                   By:     /s/ Saima Siddiqui
                                           -------------------------------
                                           Individually


                                   KIMBERLITE SOCIAL INFRA PRIVATE LIMITED

                                   Name:   Syed Sabahat Azim
                                   Its:    Director

                                   By:     /s/ Syed Sabahat Azim
                                           -------------------------------

                                   ELIGERE LIMITED LIABILITY COMPANY

                                   Name:   Saima Siddiqui
                                   Its:    Managing Member

                                   By:     /s/ Saima Siddiqui
                                           -------------------------------


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