X0206 3 2022-05-26 0 0001770141 UpHealth, Inc. UPH 0001868744 Eligere Ltd Liability Co 9 HAWSER WAY RANDOLPH NJ 07869 0 0 1 0 0001868745 Kimberlite Social Infra Private Ltd IDEAL VILLA, VILLA NO 98, KOCH PUKUR, SOUTH 24 PARGANAS WEST BENGAL K7 700156 INDIA 0 0 1 0 0001866488 Azim Syed Sabahat 98, IDEAL VILLAS, MOUZA KOCH PUKUR, NEW TOWN ACTION AREA 1A, RAJARHAT, KOLKATA WEST BENGAL K7 700156 INDIA 0 0 1 0 Common Stock, $0.0001 par value 6116842 D Common Stock, $0.0001 par value 2716319 I By Syed Sabahat Azim Common Stock, $0.0001 par value 2715542 I By Syed Sabahat Azim, through spouse Common Stock, $0.0001 par value 684981 I By Kimberlite Social Infra Private Limited Common Stock, $0.0001 par value 684981 I By Syed Sabahat Azim, as co-director with spouse This Form 3 is filed jointly by Eligere Limited Liability Company ("Eligere"), Kimberlite Social Infra Private Limited ("Kimberlite"), and Syed Sabahat Azim ("Dr. Azim") (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 directly held of record by Eligere but beneficially owned by Kimberlite and Dr. Azim (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. Represents Shares that are held indirectly by Dr. Azim through Eligere, the record holder of the Shares. Pursuant to the Option Agreement with Dr. Azim, Dr. Azim can exercise an option to receive the 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. Represents Shares that are held indirectly by Dr. Azim through his spouse, Richa Sana Azim ("Ms. Azim"). Represents Shares that are held indirectly by Kimberlite through Eligere, the record holder of the Shares. 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. Represents Shares that are held indirectly by Dr. Azim through Kimberlite, of which Dr. Azim and Ms. Azim are equity owners and sole directors. 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 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 2022-06-06 /s/ Robin K. Lehninger, as attorney-in-fact for Syed Sabahat Azim, as Director of Kimberlite Social Infra Private Limited 2022-06-06 /s/ Robin K. Lehninger, as attorney-in-fact for Syed Sabahat Azim 2022-06-06