SYED SABAHAT AZIM

                                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
undersigned 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 May 26, 2022.

        /s/ Syed Sabahat Azim
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                  SYED SABAHAT AZIM