AM PHYSICIANS LLC

                                  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
1undersigned 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.


       AM Physicians LLC

       By: /s/ Azfar M. Malik
       -----------------------------------
       Name:   Azfar M. Malik, M.D.
       Its:    President & CEO