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, 2020Agreement and Plan of Merger • 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”).
WAIVER AND FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 23rd, 2021 • GigCapital2, Inc. • Blank checks • Delaware
THIS WAIVER AND FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is effective as of November 20, 2020, by and among UpHealth Holdings, Inc., a Delaware corporation (“Holdings”), UpHealth BHS Merger Sub, Inc., a Missouri corporation and wholly owned subsidiary of Holdings (“Merger Sub”), BHS Merger Sub 1, LLC, a Missouri limited liability company (“Assignee”), Behavioral Health Services, LLC, a Missouri limited liability company (“Company”), and AM Physicians LLC, in its capacity as the Member Representative (“Member Representative”). Certain capitalized terms used in this Amendment and not otherwise defined shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).
February 15, 2020 Martin S. A. BeckGigCapital2, Inc. • March 23rd, 2021 • Blank checks
It is my pleasure to invite you to join the team at UpHealth Services, Inc. (the “Company”). Subject to your acceptance of this offer by execution of this letter agreement, this offer will replace your Offer of Employment letter dated February 11, 2020 and the following key terms will apply to your employment with the Company.
January 1, 2020 Alfonso W. GatmaitanGigCapital2, Inc. • March 23rd, 2021 • Blank checks
It is my pleasure to invite you to join the team at UpHealth Services, Inc. (the “Company”). Subject to your acceptance of this offer by execution of this letter agreement, this offer will replace your Offer of Employment letter dated December 11, 2019, and amended on December 13, 2019, and the following key terms will apply to your employment with the Company.
January 1, 2020 Mariya PylypivGigCapital2, Inc. • March 23rd, 2021 • Blank checks
It is my pleasure to invite you to join the team at UpHealth Services, Inc. (the “Company”). Subject to your acceptance of this offer by execution of this letter agreement, this offer will replace your Offer of Employment letter dated November 5, 2019 and the following key terms will apply to your employment with the Company.
January 1, 2020 Dr. Chirinjeev KathuriaGigCapital2, Inc. • March 23rd, 2021 • Blank checks
It is my pleasure to invite you to join the team at UpHealth Services, Inc. (the “Company”). Subject to your acceptance of this offer by execution of this letter agreement, this offer will replace your Offer of Employment letter dated November 5, 2019 and the following key terms will apply to your employment with the Company.
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 23rd, 2021 • GigCapital2, Inc. • Blank checks • Delaware
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is effective as of February 8, 2021, by and among UpHealth Holdings, Inc., a Delaware corporation (“Holdings”), TTC Healthcare, Inc., a Delaware corporation (“Company”), and TTC Healthcare Partners, LLC, a Delaware limited liability company (“TTC LLC”). Certain capitalized terms used in this Amendment and not otherwise defined shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).
FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 23rd, 2021 • GigCapital2, Inc. • Blank checks • Delaware
THIS FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Amendment”) is effective as of February 17, 2021, by and among UpHealth Holdings, Inc., a Delaware corporation (“Holdings”), Thrasys, Inc., a California corporation (“Company”), and Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the representative of the Shareholders (“Shareholder Representative”). Certain capitalized terms used in this Amendment and not otherwise defined shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 23rd, 2021 • GigCapital2, Inc. • Blank checks • Delaware
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is effective as of January 19, 2021, by and among UpHealth Holdings, Inc., a Delaware corporation, (“Holdings”), UpHealth Utah Merger Sub, Inc., a Utah corporation and wholly owned subsidiary of Holdings (“Merger Sub”), Innovations Group, Inc., a Utah corporation (the “Company”), Jeffery R. Bray, in his capacity as the Stockholder Representative (“Stockholder Representative”), and the stockholders of the Company (the “Stockholders”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 23rd, 2021 • GigCapital2, Inc. • Blank checks • California
THIS AGREEMENT (“Agreement”) made and entered into as of this 23rd day of February, 2004, by and between THRASYS INC., a California corporation (“Company”) and RAMESH BALAKRISHNAN (“Employee”), and will be effective as of 1st March 2004 (“Effective Date”).
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, 2020Agreement and Plan of Merger • March 23rd, 2021 • GigCapital2, Inc. • Blank checks • Delaware
THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 20, 2020, is entered into among UpHealth Holdings, Inc., a Delaware corporation (“Parent”), UpHealth Thrasys Merger Sub, Inc., a California corporation and wholly owned subsidiary of Parent (“Merger Sub”), Thrasys, Inc., a California corporation (the “Company”) and Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the representative of the Shareholders (as defined below, and such representative of the Shareholders, the “Shareholder Representative”).
WAIVER AND FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 23rd, 2021 • GigCapital2, Inc. • Blank checks • Delaware
THIS WAIVER AND FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is effective as of January 25, 2021, by and 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 (“Company”), and TTC Healthcare Partners, LLC, a Delaware limited liability company (“Company Parent”). Certain capitalized terms used in this Amendment and not otherwise defined shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 23rd, 2021 • GigCapital2, Inc. • Blank checks • Delaware
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is effective as of February 6, 2021, by and among UpHealth Holdings, Inc., a Delaware corporation (“Holdings”), Behavioral Health Services, LLC, a Missouri limited liability company (“Company”), and AM Physicians LLC, in its capacity as the Member Representative (“Member Representative”). Certain capitalized terms used in this Amendment and not otherwise defined shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).
