X0206 3 2022-05-26 0 0001770141 UpHealth, Inc. UPH 0001930960 Bray Jeffery Rex 2083 WALKER LANE HOLLADAY UT 84117 0 0 1 0 0001931067 Bray Alexandra 2083 WALKER LANE HOLLADAY UT 84117 0 0 1 0 0001931051 Bray Anais Alexandra 2083 WALKER LANE HOLLADAY UT 84117 0 0 1 0 0001931052 Bray Samantha Josephine 2083 WALKER LANE HOLLADAY UT 84117 0 0 1 0 Common Stock, $0.0001 par value 4088170 D Common Stock, $0.0001 par value 4088170 I By Alexandra Bray, as spouse of Jeffery Bray Common Stock, $0.0001 par value 475504 I By Jeffery Bray, as UTMA custodian Common Stock, $0.0001 par value 475504 I By Alexandra Bray, as spouse of Jeffery Bray Common Stock, $0.0001 par value 475504 I By Jeffery Bray, as UTMA custodian Common Stock, $0.0001 par value 475504 I By Alexandra Bray, as spouse of Jeffery Bray Common Stock, $0.0001 par value 475504 D Common Stock, $0.0001 par value 475504 I By Jeffery Bray, as spouse of Alexandra Bray This Form 3 is filed jointly by Jeffery R. Bray, Alexandra Bray, the Samantha Josephine Bray UTMA custodial account, and the Anais Alexandra Bray UTMA custodial account (each such filer, a "Reporting Person"; collectively, the "Reporting Persons"). As disclosed by the Reporting Persons in a Schedule 13D filed with the Securities and Exchange Commission on June 2, 2022, the Reporting Persons 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 Reporting Person, as a member 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. Each Reporting Person expressly disclaims beneficial ownership of the Shares reported in this 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. Represents Shares that are held of record directly by Jeffery Bray. Represents Shares that are held indirectly by Alexandra Bray through her spouse, Jeffery Bray. Represents Shares that are held of record by Jeffery Bray as custodian of the Anais Alexandra Bray UTMA custodial account, which was established for the benefit of Mr. Bray's child pursuant to the Uniform Gifts to Minors Act. Represents Shares that are held indirectly by Alexandra Bray through her spouse, Jeffery Bray, in his capacity as custodian of the Anais Alexandra Bray UTMA custodial account. Represents Shares that are held of record by Jeffery Bray as custodian of the Samantha Josephine Bray UTMA custodial account, which was established for the benefit of Mr. Bray's child pursuant to the Uniform Gifts to Minors Act. Represents Shares that are held indirectly by Alexandra Bray through her spouse, Jeffery Bray, in his capacity as custodian of the Samantha Josephine Bray UTMA custodial account. Represents Shares that are held of record directly by Alexandra Bray. Represents Shares that are held indirectly by Jeffery Bray through his spouse, Alexandra Bray. Exhibit List Exhibit 24.1: Power of Attorney (Jeffery Bray). Exhibit 24.2: Power of Attorney (Jeffery Bray, as custodian of the Anais Alexandra Bray UTMA custodial account). Exhibit 24.3: Power of Attorney (Jeffery Bray, as custodian of the Samantha Josephine Bray UTMA custodial account). Exhibit 24.4: Power of Attorney (Alexandra Bray). Exhibit 99.1: Joint Filing Agreement. /s/ Robin K. Lehninger, as attorney-in-fact for Jeffery Bray 2022-06-06 /s/ Robin K. Lehninger, as attorney-in-fact for Jeffery Bray, the Custodian of the Anais Alexandra Bray UTMA 2022-06-06 /s/ Robin K. Lehninger, as attorney-in-fact for Jeffery Bray, the Custodian of the Samantha Josephine Bray UTMA 2022-06-06 /s/ Robin K. Lehninger, as attorney-in-fact for Alexandra Bray 2022-06-06