MARIYA PYLYPIV

                               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, Antonia Giles, Robin Lehninger,
Eric Lenzen and Thomas Vaughn, 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 June 4, 2022.


       /s/ Mariya Pylypiv
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               MARIYA PYLYPIV