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 PartiesPatent Security 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).
WAIVER AND RESCISSION AGREEMENTWaiver and Rescission Agreement • February 15th, 2024 • UpHealth, Inc. • Services-health services
This WAIVER AND RESCISSION AGREEMENT (this “Agreement”), dated as of February 9, 2024, is made by and among UPHEALTH, INC., a Delaware corporation (the “Company”), CLOUDBREAK HEALTH, LLC, a Delaware limited liability company (“Cloudbreak” and, together with the Company, the “Company Parties”), and the beneficial holders of the Notes party hereto (collectively, the “Consenting Holders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Indenture (as defined below).
FIRST SUPPLEMENTAL INDENTURE AND AMENDMENT TO SECURITY AND PLEDGE AGREEMENT Dated as of February 9, 2024 to the INDENTURE among UPHEALTH, INC., THE SUBSIDIARY GUARANTORS and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent Dated...Security and Pledge Agreement • February 15th, 2024 • UpHealth, Inc. • Services-health services • New York
FIRST SUPPLEMENTAL INDENTURE AND AMENDMENT TO SECURITY AND PLEDGE AGREEMENT, dated as of February 9, 2023 (as amended, restated, amended and restated, supplemented or modified from time to time, this “Supplemental Indenture and Amendment to Security Agreement”), among UPHEALTH, INC., a Delaware corporation, as issuer (the “Company”), the Grantors (as defined in the Security Agreement (as defined below)) party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”) and as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”).
WAIVER AGREEMENTWaiver Agreement • February 15th, 2024 • UpHealth, Inc. • Services-health services
This WAIVER AGREEMENT (this “Agreement”), dated as of February 9, 2024, is made by and among UPHEALTH, INC., a Delaware corporation (the “Company”), and the beneficial holders of the Notes party hereto (collectively, the “Consenting Holders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Indenture (as defined below).
